General Terms and Conditions of Sale and Delivery (German law)
Effective as of April 1st, 2021

§ 1 Scope of application
The following Terms and Conditions of Sale and Delivery ofKlingelnberg GmbH, Peterstraße 45, 42499 Hückeswagen,Deutschland ("Klingelnberg") apply, as far as not explicitly
stipulated otherwise in writing, to all transactions and services
undertaken between Klingelnberg and the customer, and inparticular in relation to offers, purchase and delivery contracts,
orders, order confirmations and deliveries. They also apply to any
future business relationships even if they have not been expressly
agreed again. Any deviating general terms and conditions of thecustomer are not accepted, even if Klingelnberg does not expressly
object to them.
§ 2 Conclusion of contract(1) Offers made by Klingelnberg are non-binding provided they
have not expressly been specified as binding in the wording of theoffer. The contract only enters into force once it has been signedby both parties or once Klingelnberg has confirmed the order to thecustomer in writing (by letter or fax).
(2) Side agreements and amendments require mutual written
confirmation in order to be effective.

(7) Before the expiry of the delivery deadline, Klingelnberg is
entitled to make part deliveries and issue part invoices.
(8) If the delivery of the delivery item is delayed either at the requestof the customer or due to circumstances which originate in thecustomer's sphere of risk and responsibility, the customer shall
reimburse Klingelnberg for the costs incurred for storage and forany default interest. In the case of storage on the part ofKlingelnberg, the default interest is at least 0.5% of the outstanding
amount invoiced for each month outstanding, starting one monthafter notification that Klingelnberg is ready for shipment.
Klingelnberg is entitled, upon setting a reasonable grace period to
no avail, to dispose of the delivery item in another way and todeliver replacement goods to the customer within a reasonably
extended period.

§ 3 Scope of delivery, shipment and transfer of risk
(1) The scope of delivery is determined by the order confirmation
supplied by Klingelnberg.
(2) Klingelnberg expressly reserves the right to make technicalchanges compared to the features of the delivery item agreed at
the time the contract is concluded. Any resulting price changes will
be communicated to the customer for approval.
(3) Unless otherwise agreed the delivery item is shipped
immediately after its completion. The customer bears all transport
costs.
(4) Delivery is made "Free Carrier" (FCA, Incoterms 2020), unlessotherwise agreed. The risk passes to the customer no later thanupon provision of the delivery item at the specified location. If
delivery is delayed due to any conduct of the customer or due tocircumstances for which Klingelnberg is not responsible, the risk
passes to the customer once Klingelnberg has communicated that
it is ready to ship the item or for it to be collected.

§ 5 Delivery of software(1) Insofar as software is included in the delivery scope, thecustomer is granted a non-exclusive right to use the delivered
software including its documentation. The software is provided
solely for use on the delivery item intended for such use or the item
designated by the customer and approved by Klingelnberg. A useof the software on more than one system is not permitted.
(2) All copyrights, intellectual property rights and other rights to thesoftware and the documentation shall remain with Klingelnberg or
its software suppliers. The customer is under an obligation not toremove or change any manufacturer's information – in particular
copyright notices. The customer may copy, revise or translate thesoftware or convert it from the object code into the source code
only in exceptional cases to the extent expressly permitted by law.
Any other form of duplication, review, translation, dissemination orother use of the software or granting of sub-licenses by thecustomer is not permitted.
(3) The complete transfer of the software or the rights of use of thesoftware is permitted only in exceptional cases if the customer hasa legitimate interest in the transfer to a third party while renouncing
its own use, e.g. in the event that the delivery item is sold on. In
this case, the customer is obliged to place the purchaser under thecontractual obligation to comply with any rights to which
Klingelnberg is entitled.

§ 4 Delivery deadline and force majeure(1) Delivery deadlines that are not expressly agreed in writing as
binding shall be non-binding.
(2) Delivery deadlines start to run no earlier than after receipt of the
documents required to determine the delivery item, after receipt of
the advance payment by the customer and after the customer has
complied with its cooperation obligations.
(3) A delivery deadline is deemed to have been met if the delivery
item has been provided for delivery or if it has been made available
for collection by the delivery deadline.
(4) Delivery deadlines do not begin to run or are extended
accordingly if circumstances occur for which Klingelnberg is not
responsible and which affect the production or delivery of thedelivery item – in particular (i) force majeure events, natural
disasters and labour disputes which affect Klingelnberg or subcontractors (disruptions to operations outside of a party's control),(ii) in the case of a valid contract amendment if Klingelnberg does
not receive the technical or commercial documents in time or if thecontract amendment has subsequently been changed by thecustomer with Klingelnberg's consent or (iii) if the customer is indefault in complying with its obligations – by such period for which
the circumstances in question subsist.
(5) If, owing to the occurrence of such circumstances, it is
impossible to amend the contract despite all reasonable efforts,
Klingelnberg is released from its performance obligations.
(6) If the delivery deadline is extended due to the aforementioned
circumstances or if Klingelnberg is released from its performanceobligations, the customer does not have any liability claims
whatsoever against Klingelnberg. Klingelnberg is not liable for any
disruptions to operations outside of its control even if they occur
during a delay in delivery. Klingelnberg is obliged to notify thecustomer in the event that such circumstances occur.

§ 6 Cooperation obligations, installation, assembly andcommissioning(1) If Delivery Items are delivered subject to prior machine testing
and acceptance by the Customer at Klingelnberg, then the
installation, assembly and commissioning at the Customer shall be
undertaken upon delivery by a Klingelnberg technician or by apartner to be designated by Klingelnberg.
(2) All the necessary preparations and measures, in particularaccess ways, surface space for machines and accessories as wellas machine connections for the Delivery Items, shall be put in placeby the Customer in good time prior to the technician's arrival inorder to ensure that he can make an immediate start on installation,assembly and commissioning. If requested by Klingelnberg, theCustomer shall provide to the technician, at the Customer's
expense, qualified personnel as well as all materials, devices,
cranes, hoists and tools etc. necessary for the installation,assembly, commissioning and adjustment of the Delivery Item.
(3) The working time of the technician and all costs and expenses
incurred in connection with the installation, assembly andcommissioning during the time the technician is posted at theCustomer shall be borne by the Customer. Any travel and waitingtimes shall count as working time.
(4) Should there be any delays in Klingelnberg providing the goods
or services because the Customer has failed to meet its
cooperation obligations in a timely manner or fully, then all dates
and deadlines that have been set for the provision of goods orservices by Klingelnberg shall be non-binding and shall require a
review by Klingelnberg and a new agreement between thecontracting parties. The Customer shall be obliged to reimburse
any additional costs incurred by Klingelnberg due to a failure to fulfil
its cooperation obligations in accordance with the Klingelnberg's
prices applicable at the time in question. Both contracting parties

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shall be obliged to immediately notify one another about any delays
in writing.
§ 7 Prices and terms of payment(1) The price list effective on the date of the order confirmation
issued by Klingelnberg is decisive for the determination of prices
for all deliveries and services.
(2) All prices are quoted ex works or place of dispatch. They arequoted in Euro (EUR) or in any other currency specified in the orderconfirmation plus any transport, packaging, insurance, installationand instruction costs as well as value-added tax, excise duties,
withholding taxes, duties or taxes on import and export, customs
duties or similar taxes applicable in law at the statutory rate fromtime to time in force. If training is included in the price or is offeredby Klingelnberg in return for an additional fee, this does not include
any travel, accommodation or subsistence costs of the customer
and the participants nominated by the customer. These costs shallbe borne by the customer itself. The same applies to technicians'
costs in accordance with § 6 (4) above.
(3) Klingelnberg is entitled, in the case of payments in instalments,
to declare the whole of the outstanding purchase price immediately
due and payable if the customer is in arrears with two or moreconsecutive instalments and the sum owed amounts to more than
10% of the purchase price.
(4) Any set-off or exercise of a right of retention by the customer isonly permitted with regard to undisputed, acknowledged
counterclaims or counterclaims that have been upheld anddeclared unappealable by a court of law.
§ 8 Retention of title(1) Drawings, plans and system designs which Klingelnberg
produces in the context of contract initiation or implementation shallremain the property of Klingelnberg. Any reproduction or transfer
to third parties is prohibited; neither may these items be used by
the Customer or by a third party for the production of the Delivery
Items in question or misused in any other way.
(2) Klingelnberg retains title to the respective Delivery Item until its
complete payment. Furthermore, the retention of title shall continue
until all claims resulting from the business relationship with theCustomer have been settled.
(3) While the retention of title is in place, the following shall apply:a) The Customer shall have the right to use the Delivery Item,but he shall not be entitled to transfer it to third parties, to sell
it or place encumbrances on it.
b) The Customer shall ensure, at its expense, that the Delivery
Item remains free from any encroachment by a third-party (e.g.
seizure) and shall immediately notify Klingelnberg of any
impending encroachments in writing, including those that relate
to the Customer's business premises. The Customer shall beentitled to transfer title of its prospective entitlement for security
purposes only with the consent of Klingelnberg.
c) Moving the Delivery Item to a different location shall require
the written consent of Klingelnberg and may only be effectedby Klingelnberg staff or their agents.
d) The Customer shall ensure that the Delivery Item is kept in
perfect condition. Furthermore, the Customer shall insure theDelivery Item for the benefit of Klingelnberg, at the Customer's
expense, against damage from mechanical breakdown, fire,theft and water, and provide proof of insurance and payment of
insurance premiums to Klingelnberg on request.
e) After prior notice and during usual business hours, theCustomer shall allow Klingelnberg or its agents the right toinspect the Delivery Item and access to its premises for thispurpose without claiming any payment in this regard.
§ 9 Claims for defects – limitation period(1) If the delivery item is defective, the following shall apply:a) Klingelnberg undertakes to provide subsequent performanceand provides this at its own choice either by remedying the defector by delivering an item that is free of defects. The replaced parts
shall become property of Klingelnberg.
b) If any further attempts at remedying any defects are no longer
reasonable and if supplementary performance finally fails, then thecustomer is entitled to withdraw from the contract or reduce thepurchase price. Withdrawal from the contract is excluded if thebreach of duty on the part of Klingelnberg is merely insignificant.
c) The customer shall grant the time and opportunity required forKlingelnberg to undertake all actions to remedy any defects andsupply any replacements that Klingelnberg deems necessary.

Otherwise, Klingelnberg is released from liability for any resulting
consequences. If, for operational reasons, the customer requests
the deployment of a service technician at short notice or the
implementation of works outside of normal working hours, thecustomer bears the resulting additional costs (e.g. overtime
surcharges, longer journey times).
d) The limitation period for claims for defects is one year fromdelivery. The customer shall immediately notify Klingelnberg of any
defects.
(2) Claims for defects are excluded:a) In relation to any second-hand machines or other second-hand
items, unless a liability for defects has expressly been agreed.
b) The consumption and wear of materials and parts which, by theirnature, are subject to inevitable and regular wear and tear is notcovered by the liability for defects.
c) If the delivery item is used in the customer's business infunctional conjunction with hard- or software components alreadyon site or that have been acquired from a third party, provided thatthe fault is caused by these or their lack of compatibility with theitem delivered by Klingelnberg. If Klingelnberg has promised
compatibility with third-party products, this only applies to the
product version current at the time the promise was made and not
to any older or future product versions (software upgrades, service
releases or software updates) of this product.
d) If and to the extent that a fault is due to the fact that the customer
has failed to ensure compliance with technical parameters which
are set out in the documentation and any documentation
supplementing this.
e) If and to the extent that a fault is due to the fact that the customer
fails to undertake, or fails to commission a third party to undertake,the prescribed maintenance and service works in accordance withthe requirements set out in the operating manuals or tampers orcauses a third party to tamper with the delivery items.
f) The customer shall pay for the service calls required to rectify thefaults set out under a) to e) according to the applicable Terms andConditions of Service of Klingelnberg at the rates applicable fromtime to time.
(3) The customer remains solely liable for damage suffered as aresult of inevitable and regular wear and tear, faulty or negligent
handling, excessive use, unsuitable operating materials, unsuitableinstallation site in particular installation surface, lack of stability or
inadequate electricity supply, chemical, electrochemical or electricinfluences, weather and other natural factors.
(4) Extra costs for supplementary performance, which are due to ashipment of the delivery item to a place other than the place ofdelivery, are borne by the customer.
(5) If a defect of consumable supplies is detected, they must be
singled out in the condition they are in on discovery of the defectand held ready for a review by Klingelnberg. Otherwise they are
deemed to have been approved in the condition they were in upondelivery without any further liability of Klingelnberg.]§ 10 Liability for damages(1) Klingelnberg is liable for claims:- due to a culpable injury to life, limb or health of individuals,- under the German Product Liability Act(Produkthaftungsgesetz),- as a result of non-compliance with a guarantee- due to the fraudulent concealment of a defect or- as a result of an intentional or grossly negligent breach of
duty
without limitation in accordance with statutory provisions.
(2) Apart from that, Klingelnberg's liability shall be limited or
excluded as follows:a) In the case of a breach of fundamental contractual obligations
caused by simple negligence, liability is limited to the typicaldamage foreseeable at the time the contract is entered into. A
fundamental contractual obligation is an obligation that the contract
is meant to impose on Klingelnberg in accordance with its content
and purpose, or the performance of which is necessary to makethe implementation of the contract possible and on the complianceof which the Customer regularly relies and is entitled to rely.
b) In case of a breach of non-fundamental contractual obligations
caused by simple negligence and in case of any other breaches ofduty caused by simple negligence, a liability of Klingelnberg is
excluded.
(3) Contractual damages claims of the customer against
Klingelnberg become time-barred in 12 months from the time thePage 2 of 3

circumstances giving rise to the claim have become known. This
does not apply to the claims referred to in paragraph 1.
(4) The aforementioned provisions in paragraphs 1 – 3 do not entail
any change of the burden of proof to the customer’s detriment.
§ 11 Liability for indirect losses or damages
Except in cases where Klingelnberg has engaged in wilful conduct
or gross negligence, Klingelnberg shall not be liable for indirect loss
or damage caused by a defective delivery item such as production
downtime, lost profits or increased materials consumption.
§ 12 Rescission of the purchase contract(1) If the contract is rescinded after delivery (e.g. due to withdrawal
by one of the contracting parties) the customer is obliged tosurrender the delivery item to Klingelnberg in advance, without
prejudice to the rest of rescission provisions pursuant to thefollowing paragraphs. Klingelnberg is entitled to remove thedelivery items from the customer's premises. § 8 (4) e) applies
mutatis mutandis.
(2) Furthermore, Klingelnberg may claim reasonable compensationfrom the customer for any deterioration, destruction or other reason
why the delivery item cannot be surrendered, provided this lies in
the customer's sphere of risk and responsibility.
(3) Moreover, Klingelnberg may claim a fee for the use andenjoyment of the delivery item if the value of the delivery item has
decreased in the period from its installation until Klingelnberg hastaken back full and direct possession of the item. This decrease invalue is calculated from the difference of the total price according
to the purchase contract and the fair value as determined from its
sales proceeds or, if a sale is not possible, by an estimate of asworn expert.
(4) If Klingelnberg legitimately withdraws from the contract, e.g.
because the customer finally refuses to perform its contractual
obligations or fails to obtain a funding commitment, the customer isobliged to compensate Klingelnberg for all additional expenses
incurred due to the withdrawal. Normally in these cases,
Klingelnberg will charge minimum expenses equivalent to any
advance payment received for the delivery item; the customer
retains the right to prove that Klingelnberg has incurred lower
expenses.
§ 13 Assignment
The customer is not entitled to assign and / or transfer its rights andobligations under this contract without written consent ofKlingelnberg.
§ 14 Service
If Klingelnberg or Klingelnberg's service company has taken on theprovision of installation, instruction or other services as well as thedelivery of service parts, Klingelnberg's General Terms andConditions of Service apply in addition to these Terms andConditions of Delivery.

or becomes part of state-of-the-art technology without any
action on the part of the receiving party or- was already known to the receiving party or is disclosed bya third party entitled to do so or- is developed by the receiving party without an exploitation of
the Confidential Information or- must be revealed pursuant to mandatory statutory
provisions or official orders.
(3) If the contractual relationship and the cooperation of thecontracting parties have come to an end, then each contracting
party shall be under an obligation, at the other contracting party's
request, to return the Confidential Information received to the othercontracting party or to destroy it at its request. In this case, any
data stored electronically shall be deleted in full.
(4) These obligations and restrictions on usage commence upon
the first receipt of Confidential Information and end 10 years after
the respective contract for whose implementation the Confidential
Information was disclosed has been performed in full.
§ 16 Export control provisions
The delivery items and software may be subject to export control
provisions of Switzerland, the Federal Republic of Germany, theEuropean Union, the United States of America or other countries.
The deliveries and services are subject to the condition that there
are no restrictions to fulfilment due to national or international
regulations, in particular export control regulations as well as
embargos or other sanctions.
§ 17 Place of jurisdiction and applicable law(1) In the case of contracts with merchants, persons who at thetime the contract is concluded are acting in a commercial or selfemployed capacity (entrepreneurs) as well as with legal persons
under public law, Cologne, Germany, shall be the exclusive placeof jurisdiction.
(2) These General Terms and Conditions of Sale and Delivery andall contracts entered into while they are effective are subject tosubstantive German law to the exclusion of the UN Sales
Convention (CISG - United Nations Convention on contracts for theInternational Sale of Goods, entered into in Vienna on 11 April
1980).
§ 18 Severability clause
If a provision in this contract is or becomes ineffective in whole orin part, this does not affect the validity of the remaining provisions.
The contracting parties shall work together to agree a valid
provision that reflects the invalid provision as closely as possible incommercial terms.

§ 15 Confidentiality(1) The contracting parties shall both keep confidential any facts,
documents and knowledge which the other contracting party
discloses to them during the performance of the contract, provided
the relevant contracting party has classified the respective
information as confidential or has an obvious interest in its
confidentiality ("Confidential Information"). The conclusion of thiscontract, its subject and content shall also be kept confidential by
the contracting parties, with the exception of Klingelnberg's list ofreferences. Any publications regarding the conclusion of thecontract may be issued by the customer only with the prior writtenconsent of Klingelnberg. Furthermore, the contracting parties
undertake to use Confidential Information only for the purposes ofprocessing the contract and to only make Confidential Information
available to those staff members and advisors who require it inorder to implement the contract and who are subject to theconfidentiality obligation in the same way. In particular, they will notbase their own developments on Confidential Information received
or use it for the further development of their own products, nor will
they register any intellectual property rights in relation to the
Confidential Information or use it to object to an intellectual property
right registration of the disclosing party.
(2) The obligation to maintain confidentiality and the restrictions on
usage do not apply insofar as the Confidential Information inquestion demonstrably- constitutes state-of-the-art technology in the public domain

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