General Terms and Conditions of Sale and Deliveryof Brinkmann Pumpen K.H. Brinkmann GmbH & Co. KG
1. Scope of application
1.1 We conclude contracts exclusively on the basis of our GTC valid at thetime. Our GTC do not apply to consumers. Our GTC apply from the time
the customer has first received them, and that for all transactions henceforth concluded in the context of routine business operations. Revised oramended versions of these GTC apply from the time of our written notification of the revision or amendment.
1.2 Unless explicitly approved by us in writing in the specific individual case,
we are not bound by conflicting, deviating or unilateral conditions of business of the customer even if we do not explicitly reject them and even if we
provide or accept services without reservation regardless of such conditionsof the customer.
2. Conclusion of contract
2.1 If the customer makes an offer for conclusion of a contract with us, thecontract is only deemed consummated upon receipt of our acknowledgement of the order or, in default of such order acknowledgement, upon receipt
of our invoice at the latest or upon delivery to the customer if such delivery
takes place earlier. If requested by the customer in writing, the order acknowledgement will be issued in writing. Our order acknowledgement resp.
invoice is solely decisive and binding as regards the scope and contentsof the contract.
2.2 The customer is bound to his offer for a period of 4 weeks from receiptof the offer by us.

füllungshalber” – which means that the debt is not deemed settled alreadyupon hand-over of the cheque or bill but only after the outstanding amount
has actually been credited to us). Bills of exchange must be discountable.
Bill and discount charges are at the customer’s expense; such charges arecalculated from the due date of the invoice amount and are payable immediately. The term of a bill of exchange must not exceed 90 days from theinvoice date.
3.8 The customer may only set his own claims off against our claims if thecustomer’s counterclaim is undisputed or has been established by a final
non-appealable court decision (res judicata) or is ready for decision, i.e. thefacts which are relevant for the counterclaim have been sufficiently clarified
and all relevant evidence has been taken (“Entscheidungsreife”). The same
applies to the assertion of any right to refuse performance as well as
any right of retention. Moreover, the customer may only assert a right ofretention if it is based on the same contractual relationship from which his
obligation arises and can assert such a right of retention only if we havefailed to provide adequate security despite an appropriate written request
by the customer.
4. Delivery / Risk allocation
Delivery and shipment are ex works, without packing and at the customer’srisk. After passing of the risk, we are no longer liable for loss or perishing ofor damage to the goods. Extra costs incurred as a result of the customer’s
request for special shipment are at the customer’s expense.

2.3 Where the customer places an order on the basis of a previous offer issued by us, the contract is deemed consummated with the placement of theorder already. If the customer order deviates from our offer, the contract isonly deemed consummated upon our acknowledgement of the order. If ouroffer was designated as “non-binding” or “subject to change”, we may
revoke the offer at our discretion at any time until receipt of the customer’sorder. If requested by us, the customer is to place the order in writing.

5. Delivery time

3. Prices, payment

5.2 Any grace period to be granted to us must be at least 4 weeks.

3.1 Unless otherwise agreed, our prices are ex works or ex warehouseand exclusive of packaging, freight, postage, value guarantee and transport
insurance. Value-added tax is to be paid in addition. If delivery to a destination abroad was agreed, customs clearance and customs duties are at thecustomer’s expense. Cash discount, rebates or bonuses are only allowed if
specifically agreed in writing.
3.2 Our claims are due upon receipt of our notice of readiness of the goods
for collection or, where delivery to the customer was agreed, upon delivery,
unless the parties have agreed a later date for payment in writing.
3.3 Payment is to be made in EUROS without deduction and at no charge
or expense to us to the bank designated by us. Periods allowed for payment or cash discount deduction run from the invoice date. The customer
may only deduct cash discounts as agreed if he is not in default of paymentof any other claims from our business relationship. Payment is deemed effected in due time if the money transfer order is timeously received by thecustomer’s bank with the customer’s account showing sufficient cover.
3.4 We reserve the right to use incoming payments for satisfaction of theoldest invoice claims due including accrued interest and costs, in the following sequence of order: costs, interest, principal claim.
3.5 The customer is deemed to be in default if he has failed to effect payment within two days from receipt of our notice of readiness of the goods
for collection at the latest or, where delivery to the customer was specifically agreed, within two days from such delivery at the latest, unless he hasreceived our invoice before or the agreed payment deadline has already
expired before. In such cases, the customer is already deemed to be in default if he fails to effect payment within one day from receipt of the invoice atthe latest resp. on the agreed payment date. In the case of default, we firstcharge, as far as commercial business is concerned, interest payable fromthe due date (sec. 3.2) in the amount of 5 percentage points p.a. and, fromthe occurrence of default, default interest in the amount of 8 percentage
points p.a. above the base interest rate valid at the time.
3.6 Payment periods allowed by us are deemed forfeited if we becomeaware of a substantial worsening of the customer’s financial situation or if the customer has furnished incorrect or incomplete information
about his creditworthiness. In such cases, outstanding debts are deemed
to be due for immediate payment to the extent that the customer has noright to refuse payment (“Leistungsverweigerungsrecht”). We may further
enforce any security interest provided to us and make outstanding deliveries dependent on the provision of adequate security or advance payment.
If the customer refuses to provide security or advance payment, we may
withdraw from the contract to the extent that we have not yet fulfilled ourcontractual obligations, without the customer being entitled to assert claims
on such grounds.
3.7 Bills of exchange and cheques are only accepted if specifically agreed
with the customer and they are accepted on account of settlement only (“er-5.1 Fixed dates require our written confirmation. Delays in delivery due toforce majeure, in particular industrial disputes, unforeseeable extraordinary
events such as sovereign measures, armed conflicts, pandemics/epidemics
or traffic disruptions, shall release us for the duration of their effects or in theevent of impossibility in total from the obligation to deliver, insofar as we are
not responsible for the disruption.
5.3 If and to the extent that we are unable to deliver because we do notreceive any deliveries from our own suppliers even though we have enteredinto congruent covering transactions, we will be released from our obligation to duly perform under the contract and we will be free to withdraw fromthe contract. We will advise the customer to that effect without undue delay(“unverzüglich”). We will return to the customer without undue delay (“unverzüglich”) any payments already made by him. In such a case, the customer
is not entitled to any further claims going beyond the aforesaid.
6. Return of goods
Returned goods will only be accepted following written announcement andprior acknowledgement of acceptance by us. Return shipments are at
the customer’s risk and expense unless the goods returned are defective.
7. Defective goods
7.1 If the delivered goods are defective, the customer may only claim remedy of the defect (“Nachbesserung”). Substitute delivery (“Nachlieferung”)
is excluded because it is usually associated with unreasonable costs andno substantial disadvantage to the customer results from such exclusionof substitute delivery. However, we may, at our choice, also deliver nondefective goods.
7.2 If such subsequent satisfaction (“Nacherfüllung”) fails or does not takeplace within an adequate period fixed by the customer, the customer may
withdraw from the contract or reduce the purchase price. The customer
may only claim compensation of damages on the conditions set out in sec.
8.
7.3 If the customer, having complained about a defect and having fixed aperiod for subsequent satisfaction which has expired without result, fails to
make clear which of the rights stipulated in sec. 7.1 and sec. 7.2 he claims,
we may fix a 3-week period in writing within which the customer must makeclear which of the aforesaid rights he opts for. If such period has expired
without result, the right to opt for either of the said rights is transferred to us.
7.4 The statutory inspection and complaint obligations under § 377 HGB(German Commercial Code) apply. Approval of initial samples by the customer does not release him from, or restrict his obligation to inspect the
goods and give notice of defect, if any.
7.5 The warranty period is 24 months. For ex works delivery (EXW), such
period runs from the collection day advised in our notice of readiness of thegoods for collection, or otherwise from delivery of the goods to our customer.
7.6 Wear and tear of wear and tear parts which is due to operational use
does not constitute a defect and thus does not give rise to warranty claimsof the customer. The same applies to defects which are due to any unsuitable or improper use, defective installation, assembly or commissioning of
the delivered goods by the customer, including but not limited to any case ofnon-compliance with our installation and commissioning instructions or any
other incorrect treatment, inappropriate operating material, substitute matePage 1 of 3 | 04/2024

General Terms and Conditions of Sale and Deliveryof Brinkmann Pumpen K.H. Brinkmann GmbH & Co. KG
rial or other inappropriate framework conditions.
8. Liability
8.1 If the customer is at fault of non-acceptance of the purchased goods,
we may claim a compensation for non-acceptance in the amount of 20%of the purchase price; we reserve the right to claim further damages. The
customer may however present evidence to prove that we have incurred
less damage only.
8.2 Claims of the customer for compensation of damages, regardlessof the legal cause, as well as claims for reimbursement of futile expenses
are excluded unless the damage is caused either by a grossly negligent or
intentional breach of duty or by an at least negligent breach of a contractual
duty the fulfilment of which is of fundamental importance for the contract
and on the fulfilment of which the customer is allowed to rely (fundamental
contractual duty - “wesentliche Vertragspflicht”); in the latter case, the liability is limited to the amount of such damage as is foreseeable upon contract conclusion and typically occurs with contracts of the kind in question(“vorhersehbarer vertragstypischer Schaden”).
8.3 The limitation of liability under the preceding sec. 8.2 also applies to thepersonal liability of our employees, representatives, agents, executive bodies (“Organe”) and vicarious agents or other persons engaged by us in theperformance of our obligations (“Erfüllungsgehilfen”).
8.4 The limitation of liability under sections 8.2 and 8.3 does not apply in the case of personal injury, i.e. in the case of damage resulting
from an injury of the life or limb or health, in the case of liability under the“Produkthaftungsgesetz” (German Product Liability Act) and in cases where
we have, by way of exception, given a guarantee.
9. Statute of limitations
9.1 Our payment claims and claims for interest become time-barred after
five years unless a longer period is prescribed by law. The limitation periodruns from the end of the year in which our claim has come into existence andwe have become aware of the facts giving rise to the claim.
9.2 Notwithstanding § 195 BGB (German Civil Code), the general limitation period which runs from the time of the customer’s awareness of thefacts giving rise to the claim is 24 months. The limitation periods runs fromthe end of the year in which the customer’s claim has come into existence
and the customer has become aware of the facts giving rise to the claim.
9.3 Notwithstanding sec. 9.2, contractual claims for compensation ofdamages and claims for reimbursement of expenses of the customer which are based on a defect of the goods as well as the customer’s
right to claim subsequent performance (“Nacherfüllung”) become
time-barred after 24 months (see sec. 7.5). Recourse claims under§ 478 et seq. BGB (German Civil Code) remain unaffected.
9.4 Sec. 9.2 does not apply in the case of an intentional or grossly negligent breach of duty or a breach of fundamental contractual duties nor
in the cases specified in sec. 8.4; in these cases, the statutory limitation
periods apply.
10. Retention of title
10.1 We retain title to the delivered goods (“goods delivered subject toretention of title”) until our claims against the customer have been satisfied
in full (“secured claims”) and all cheques and bills of exchange have beenhonoured. “Secured claims” means all present and future claims arisingfrom the business relationship with the customer, including any claims for
current account balances.
10.2 The customer is obliged to carefully keep the goods subject to retention of title in custody for us, to maintain and repair them at his own
expense and take out a new value insurance for these goods against theft,
loss and damage as is usual with a diligent businessman and to evidence
such insurance to us without undue delay (“unverzüglich”) upon our request
by submission of a written confirmation of the insurer. The customer hereby
assigns to us all of his future claims, if any, for appropriate insurance benefits and indemnification payments. We hereby accept the assignment.
10.3 Any processing of the goods subject to retention of title is deemed to beundertaken for us. We become the owner of the new item. Any processing,mixing or combination of the goods subject to retention of title with othergoods is also deemed to be undertaken for us. We will share title to, andbecome co-owner of the so generated new item in the proportion of theinvoice value of the goods subject to retention of title to the invoice value ofthe other goods. In case the goods subject to retention of title are combinedor mixed with a main item which does not belong to us, the customer alreadyhereby assigns to us his rights to the main item. We hereby accept the assignment. New items and main items in terms of this sec. 10.3 are also
deemed to constitute goods subject to retention of title.
10.4 The customer may dispose of the goods subject to retention of title in
the ordinary course of business provided that and as long as he is notin default of payment. This does not apply if and to the extent that the cus-

tomer and his purchasers have agreed on a prohibition of assignment of thecustomer’s claim for payment of the purchase price or work remuneration(“Werklohn”). The customer has no right to pledge the goods subject to retention of title, transfer title to them by way of security or otherwise put a lienon them. The customer is not allowed either to assign his claims arising fromthe resale of the goods subject to retention of title for the purpose of having
them collected by way of factoring unless the customer irrevocably imposeson the factor the obligation to pay the compensation directly to us to such an
extent as we have “secured claims” against the customer.
10.5 In the case that the goods subject to retention of title are resold by
the customer, the latter is obliged to secure our rights in the amount of the
secured claims if and to the extent that this is reasonable in the ordinary
course of business. This can be done by the customer making the passingof the title to the goods sold by him to his own customers dependent on thefull payment of such goods.
10.6 In case the goods subject to retention of title are resold by the customer, the customer already hereby assigns to us – limited to the amount of the
secured claims – his future claims against his own customers or third parties
arising from the resale (including any claims for current account balances)
together with any and all security interest and ancillary rights, including any
claims arising from bills of exchange and cheques. We hereby accept theassignment. If the goods subject to retention of title are sold together withother items at an all-round price, the assignment is limited to such part ofthe customer’s invoice amount as is equivalent to the amount payable forthe goods delivered subject to retention of title and resold by the customer
together with other items. If goods are sold of which we have acquired coownership according to sec. 10.3, the assignment is limited to such amountof the claim as corresponds to our co-ownership share.
10.7 The customer is allowed to collect for us, in his own name and for his
own account, the claims assigned to us under sections 10.2 and 10.6 unless
this authorization is revoked by us. This is without prejudice to our right tocollect the assigned claims ourselves. However, we will abstain from collecting the assigned claims ourselves and we will not revoke the collection
authorization in favour of the customer provided that the customer is not in
default of payment and his financial situation has not substantially worsened. In this case, the customer will be obliged to provide us with all necessary information and documents required to assert the assigned claims.
10.8 In the case of default or if the customer’s financial situation has
substantially worsened or in the case of any other breach of duty otherthan a minor one, the customer undertakes – subject to the regulations of §107 subs. 2 InsO (German Insolvency Act) – to return the goods subject
to retention of title. This obligation is independent of a withdrawal or the
granting of a grace period. The customer already now allows us to enter his
premises for the purpose of collecting the goods. We have the right to resell
the goods so returned in the ordinary course of business and set the costsof realization incurred by us as well as all of our other claims against thecustomer off against the proceeds from such resale. We will only take backthe goods subject to retention of title by way of security, the take-back may
only be deemed to constitute withdrawal from the contract if explicitly so declared by us in writing. When, in the case of a withdrawal from the contract,the compensation payable for any fruits or benefits drawn from the goods isdetermined, the reduction in value which has meanwhile occurred must be
taken into account, too.
10.9 The customer must inform us without undue delay (“unverzüglich”) of
any execution levied by a third party upon the goods subject to retention of
title or the claims assigned to us or other security provided to us, providing
at the same time any information required for intervention; the same applies
in the case of any other impairment or encroachment whatsoever. If the third
party is unable to reimburse us for the judicial or extra-judicial costs incurredby us in this connection, the customer will be liable for such costs.
10.10 We undertake to release security to which we are entitled under thepreceding provisions at the customer’s request to the extent that the value
realizable from the security exceeds 110% or the estimated value of thegoods subject to retention of title exceeds 150% of the claims to be secured. We may, in our sole discretion, choose the goods to be released. The
realizable value is the proceeds which, at the time we make our decision
regarding the request for release of security, can be gained from the realization of the goods subject to retention of title in the case of a (hypothetical)
insolvency of the customer. The estimated value is the market price of thegoods subject to retention of title valid at that point in time.
10.11 If and to the extent that the retention of title should be invalid under
the foreign law of the country where the goods subject to retention of title
are located, the customer will be obliged to provide equivalent security to us
upon request. If the customer fails to do so, we may claim immediate payment of all outstanding invoices.
11. Export control / customs
11.1 The customer shall not sell, export or re-export the goods directly or
indirectly to the Russian Federation or for use in the Russian Federation.
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General Terms and Conditions of Sale and Deliveryof Brinkmann Pumpen K.H. Brinkmann GmbH & Co. KG
11.2 The customer shall use its best endeavours to ensure that the purposeof paragraph (11.1) is not frustrated by third parties in the further sales chain,including potential resellers.
11.3 The customer has put in place an appropriate monitoring mechanism toidentify behaviour by third parties in the further sales chain, including potential resellers, that frustrates the purpose of paragraph 11.1.
11.4 Any breach of clauses 11.1, 11.2 or 11.3 shall constitute a material
breach of a material term of this agreement and we reserve the right to seek
appropriate remedies.
11.5 The customer shall promptly notify us of any problems in the applicationof paragraphs 11.1, 11.2 or 11.3, including any relevant third-party activities which may frustrate the purpose of paragraph 11.1. The customer shallprovide us with information on compliance with the obligations under paragraphs 11.1, 11.2 and 11.3 within two weeks of the simple request.
12. Place of performance (“Erfüllungsort”), place of jurisdiction, governing law
12.1 The place of performance is the domicile of our headquarters in
58791 Werdohl, Germany. The place of jurisdiction for all disputes arisingout of commercial business transactions with merchants whose business
requires commercial operation and who are hence required to be enteredinto the “Handelsregister” (commercial register) and who are subject toall requirements and regulations of the HGB (German Commercial Code)(“Vollkaufleute”) and with legal entities under public law is the place of ourheadquarters in 58791 Werdohl (§ 38 ZPO - German Code of Civil Procedure). This also applies to actions for the assertion of claims arising out ofa cheque or a bill of exchange. However, we are also entitled to sue thecustomer at the place of general jurisdiction applicable to him (“allgemeiner
Gerichtsstand”).
12.2 German law applies. The application of the United Nations Conventionof 11 April 1980 on Contracts for the International Sale of Goods (CISG “Vienna Sales Law”) is excluded.
13. Severability
If individual provisions of these terms and conditions or the delivery transaction should be or become invalid in whole or in part, then the validity of
the remaining provisions or the remaining parts of such provisions will be
unaffected thereby.

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