General Terms and Conditions of Sale and Delivery (Swiss 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 - if not
newly agreed upon – if circumstances occur for which Klingelnberg
is not responsible and which affect the production or delivery of thedelivery item by such period for which the circumstances inquestion subsist 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 ifsuch documents have subsequently been changed by thecustomer with Klingelnberg's consent or (iii) if the customer is indefault in complying with its obligations.
(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) The prices can be increased accordingly by Klingelnberg if, after
conclusion of the contract, any cost increases occur, in particular
as a result of collective agreements, rises in market price or cost of
materials. Proof of these will be provided at the request of thecustomer.
(4) 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.
(5) An administration fee of EUR 50 is charged for any possible
reminders.
(6) 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. Klingelnberg is entitled to enter the retention of
title pursuant to article 715 of the Swiss Civil Code(Schweizerisches Zivilgesetzbuch) in the appropriate register.
(3) The customer may resell or process the delivery item in theordinary course of business. The customer hereby assigns toKlingelnberg all claims equivalent to the final invoice amountincluding value-added tax to which the customer becomes entitledvis-à-vis its customers or third parties due to the resale, regardlessof whether the delivery item was resold before or after processing.
The customer undertakes to carry out all necessary legal actionsin this regard. Klingelnberg hereby accepts such assignment.
4) The customer shall ensure that the delivery item is kept in perfectcondition and is treated responsibly. Furthermore, the customer
shall insure the delivery item for the benefit of Klingelnberg, at theCustomer's expense at replacement value, against damage frommechanical breakdown, fire, storm, theft and water, and to provide
proof of insurance and payment of insurance premiums toKlingelnberg on request. Any claims for the provision of security
that arise in the event of any event of damage shall be assigned toKlingelnberg if they are not already due to Klingelnberg because of
substitution. If any maintenance and inspection works are required,the customer shall carry these out promptly and at its own cost.
5) The customer undertakes, at the request of Klingelnberg, toprovide an exact list of claims due to Klingelnberg together withnames and addresses of the buyers, value of the individual claims,
invoice dates etc., to provide to Klingelnberg all information
required for the assertion of the assigned claims, to permit theverification of the information and to disclose the assignment to thebuyers.
6) After prior notice and during usual business hours, the customer
shall allow Klingelnberg or its agents the right to inspect thedelivery item and shall allow access to its premises for this purpose
without claiming any payment in return.

§ 9 Warranty (liability for defects)(1) Following delivery, the Customer shall immediately check andexamine the Delivery Item and immediately notify Klingelnberg in
writing by letter or fax of any possible defects. If no such notification
is made to Klingelnberg within five working days from delivery or
discovery of the defect, the Delivery Item is deemed to have been
approved.
(2) If the Delivery Item is defective, the following shall apply:a) Klingelnberg shall be entitled to provide subsequent
performance and shall provide this at its own choice either bytaking action to remedy any defects or by delivering an itemthat is free of defects. The replaced parts shall become theproperty of Klingelnberg. The same warranty as for the originalitem shall apply to the replaced parts, but not for longer than
the warranty period applicable to the original item.
b) If subsequent performance fails and if further action to
remedy any defects can no longer be reasonably expected, theCustomer shall be entitled to a reduction of the purchase price.
The Delivery Contract may not be rescinded.
c) The Customer shall grant the time and opportunity required
for Klingelnberg to undertake all actions to remedy any defects
and supply any replacements that Klingelnberg deems
necessary. Otherwise, Klingelnberg shall be released fromliability for any resulting consequences.
(3) The Customer shall remain solely liable for damage suffered asa result 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) The limitation period for all claims in connection with defects
shall be one year from delivery.
(5) Klingelnberg only gives a guarantee if this has been expressly
agreed in writing or if it has been promised in the orderconfirmation.
(6) Any warranty claims of the Customer beyond the above
provisions are excluded to the extent permitted by law.
§ 10 Liability for damages
Any liability on the part of Klingelnberg is excluded to the extent
permitted by law. In particular, there is no liability for direct orindirect, consequential or immediate damage resulting from theuse, incorrect delivery or performance failure of a Delivery Item
supplied by Klingelnberg.
§ 11 Rescission of the 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.
(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 contract and the fair value as determined from its sales
proceeds or, if a sale is not possible, by an estimate of a sworn
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.

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§ 12 Assignment
The customer is not entitled to assign and / or transfer its rights andobligations under this contract without written consent ofKlingelnberg.
§ 13 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.
§ 14 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
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.
§ 15 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.
§ 16 Place of jurisdiction and applicable law(1) All disputes arising from or in connection with this Delivery
Contract or regarding its validity, invalidity, breach or termination
shall be finally resolved by way of arbitration proceedings inaccordance with the Swiss Rules of International Arbitration of theInternational Swiss Chambers' Arbitration Institution, to the
exclusion of recourse to the ordinary courts of law. The Rules ofArbitration that are in effect at the time the request for mediation isserved shall apply. The place of arbitration shall be Zurich,
Switzerland. The language to be used in the arbitration
proceedings shall be German. There shall be three arbitrators. All
arbitrators must have command of the chosen procedural
language.
(2) These General Terms and Conditions of Sale and Delivery andall contracts entered into while they are effective are subject tosubstantive Swiss 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).
§ 17 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

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