General Terms of Purchase of Lindemann Germany GmbH
§ 1 GENERAL INFORMATION
1. These General Terms of Purchase (hereinafter referred to as "Terms ofPurchase") shall apply exclusively to our orders and purchase orders, including all
future orders and purchase orders (hereinafter referred to as "Orders"). They are
an essential part of the Order. Our contractual partner (hereinafter referred to as"Supplier") shall recognise the Terms of Purchase by accepting the order.
2. The inclusion of deviating General Business Terms of the Supplier is hereby
explicitly objected to. Such terms and conditions shall also be deemed as not
accepted with the execution of the delivery.
3. Our Terms of Purchase shall only apply towards entrepreneurs (§ 14 Par. 1
BGB [German Civil Code]) and legal entities under public law or special assets
under public law within the meaning of § 310 Par. 1 BGB.
§ 2 ORDER
1. Insofar as our Orders were placed by employees, who did not have any
corresponding power of attorney, the placements of the orders require our written
confirmation in order to be legally valid.
2. In its offer or its confirmation the Supplier has to point out possible deviations
from our order, our enquiry, a specification, quality guidelines or invitation totender separately by stating the individual deviations. Such deviations shall only
be deemed as agreed if they were explicitly confirmed by us.
3. Oral collateral agreements and/or subsequent amendments to the contract aswell as assurances and promises of all kinds with employees of our company,
who do not have any corresponding power of attorney, require our written
confirmation in order to be legally valid.
§ 3 DELIVERY, ASSUMPTION OF RISK
1. Unless otherwise agreed, the Supplier shall deliver and/or complete the service,including the service parts procured from sub-suppliers, “free house” (DDPIncoterms 2020) at the agreed date or within the agreed deadline directly to thespecified shipping address. If deviating agreements have been reached, then thecheapest dispatch route is to be chosen. The time of the arrival of the service inour company or at the recipient named by us is decisive. If a delivery orcompletion deadline has been agreed this shall begin with the date of the written
order. The agreed deadlines and dates are an essential part of the contract.
2. With the first indications for the fact that the Supplier can possibly not adhere toan agreed date or a deadline in full or part it shall inform us hereof immediately
and present the reasons as well as the expected duration of the delay irrespectiveof the underlying cause. If the Supplier fails to submit the timely report according
to the afore-mentioned sentence it cannot refer to the cause for the delay towardsus.
3. If a service is not carried out as of the date, we can grant a reasonable final
deadline by taking our operational interests into consideration. After the expiry ofthis deadline we are entitled, at our choice, to cancel the contract in full or in part,to procure a substitute for our company from third parties, to assert damages
instead of the service or to insist on subsequent delivery. We can only assert
damages if the Supplier has to assume liability (Vertretenmüssen). If we insist on
subsequent delivery this shall have no effect on the assertion of the damage due
to delay and possible further rights by us. The acceptance of partial services does
not exclude the assertion of the listed rights for the residual delivery.
4. In case of framework and release orders our rights shall apply according toSubclause. 3 above for each partial delivery.
5. A delivery note is to be enclosed with each shipment, which contains the ordernumber, date as well as gross and net weight of the shipment. On the day of thedelivery a shipping notice is to be sent – separately from the service –to ourknown plant address by stating the order number and the date. Deliveries will only
be accepted by us Mondays to Fridays from 6 am to 2 pm.
6. The risk of the accidental loss or the deterioration of the service shall only pass
to us with purchase contracts with the arrival at the receiving address stated by
us. With contracts for work and services the risk shall not pass before theacceptance.
7. In case of delivery/shipment of goods which are not determined for the federal
territory the Supplier must submit the export certificate to us which is necessary
under fiscal law.
8. If the supplier is in default of delivery, we are entitled, after prior written
warning, to demand a contractual penalty of 0.5% for each commenced week ofthe default of delivery, up to a maximum of 5% of the respective order value.
9. The contractual penalty pursuant to § 3 para. 8 shall be offset against thedamage caused by delay to be compensated by the supplier. We may reserve theright to the contractual penalty until final payment, in the case of contracts for workand services only until acceptance.
§ 4 QUALITY CONTROL, DOCUMENTATION
1. The Supplier undertakes to ensure the impeccable quality of the delivery to us
and to examine it once again directly before the delivery.
2. Insofar as the examination results refer to services, which are delivered to us,
they are to be enclosed as proof of quality with the documentation to us. We areentitled to the full inspection of the records/documents of the Supplier concerning
the services provided to us.
3. We can reserve the right to convince ourselves that the used material and theproduction work are free of faults during the production already in the plant of theSupplier or its sub-suppliers. The Supplier shall notify us of its readiness for theend control by no later than 14 days in advance. The costs for the production
inspection and the end control shall be borne by the Supplier with the exception ofthe costs for the personnel assigned by us.
4. These examinations shall not release the Supplier from its fulfilment andwarranty obligations.

§ 5 ACQUISITION OF OWNERSHIP
1. With the hand-over of the ordered service to us this shall directly become ourproperty. Retention of title clauses of the Supplier do not apply.
2. We can use and/or resell the service without any restrictions in the propercourse of business.
§ 6 PRICES, PAYMENT
1. All prices are deemed including packaging and insurance. Should the Supplierreduce its prices for corresponding deliveries and/or improve the conditions during
the time between the order and delivery then the prices and conditions which arevalid on the day of the delivery shall apply. Otherwise, the agreed prices are fixedprices.
2. Invoices are to be served to us – separately from the service – on the day of thedelivery in duplicate by listing the order number and the date. Each order isrespectively to be invoiced for itself. The remaining residual quantity is to be listed
in case of partial deliveries.
3. The payment is carried out with 3% cash discount within 14 calendar days or
net after 45 calendar days. The payment deadline shall begin as soon as proper,
faultless and complete invoices are available to us after receipt of the service.
4. We are entitled to offset against receivables of the Supplier with all receivables,
to which either we are entitled, or a company affiliated with us against the Supplieror to assert rights to retention. Our payments neither mean the recognition ofconditions and prices, nor the waiver of the assertion of warranty and/or otherclaims.
§ 7 Rights to defects of quality
1. The Supplier shall be responsible for ensuring that the deliveries and services
comply with the documents upon which the Order is based or enclosed
documents (drawings, specifications, descriptions, etc.) and the production,construction and processing with the latest status of technology and the statutory
and official provisions applicable for their sales and their use of the Federal
Republic of Germany, the European Union and the country of destination of thedelivery as well as the technical rules (in particular DIN standards, DVGW- andUW regulations, AVB-water).
2. If the service is faulty we shall be entitled – by taking the respective relevant
statutory provisions into consideration – at our choice to request subsequent
improvement or delivery of a faultless service, reduction or to cancel the contract
or request damages; if applicable the Supplier has to reimburse us all costs, which
we have spent in connection with the conclusion, the execution and the reversal of
the contract, in particular also the storage costs and the costs of the returntransport and the disassembly of the faulty service. The Supplier shall also beliable for all consequential damages from the defect suffered by us owing to afaulty delivery or service as well as material and wage costs, which were uselessly
spent by us before discovery of a hidden defect or are to be remunerated by us tothird parties. If the Supplier is in default with the remedy of the defect within theframework of the subsequent satisfaction or if a property subsequent satisfaction
is not guaranteed owing to the unreliability of the Supplier, we can – in addition topossible further rights – remedy the defect ourselves or have this remedied bythird parties and request reimbursement of the expenses which are necessary forthis insofar as the Supplier is responsible for the breach of duty.
3. We are entitled report obvious defects to the delivered service within two weeks
after their delivery. The notification by us of hidden defects which become known
during the use or processing of the service to the Supplier is carried out within twoweeks after discovery of the defect by us. The same shall apply if a third-party
reports defects to the service.
4. The warranty period is at least 36 months from delivery/acceptance of theservice unless a longer warranty period is envisaged by law. In the event of a
remedy of a defect by subsequent improvement the deadline shall begin once
again with reference to defects, which are identical to the subsequently improved
defect, with the remedy of the defect; in the event of remedy of a defect by
subsequent delivery the deadline shall begin once again with reference to defects
to the subsequently delivered service overall with their delivery. The regulation in
the afore-mentioned sentence shall apply accordingly to each further subsequentsatisfaction.
§ 8 DEFECTS OF TITLE, PROPERTY RIGHTS
1. The Supplier shall be responsible for ensuring that all deliveries and services
are free of rights of third parties and in line with their use by us or our buyers do
not infringe any industrial property rights of third parties. Insofar as the countriesof destination have been given to the Supplier for its service, this shall also applyto the property rights in these countries. The Supplier shall be liable for all
damages and disadvantages, suffered by us due to the fact that the use, theinstallation or the sale of its service infringes rights of third parties.
2. All deliveries and services, which are subject to a marking obligation, must beproperly marked. The marking also shall be carried out in all shipping copies.
3. The Supplier shall indemnify us from all claims, damages, and other possible
disadvantages, which are asserted by third parties owing to the breach of thestated rights in connection with the delivery or use. The Supplier in particular shallsupport us or our buyers in all lawsuits, which are rendered pending against us orour buyers owing to such an infringement and at our request to enter into such alawsuit at its own costs.
4. In all other respects, in the case of defects of title, the provisions for defects ofquality set out in § 7 No. 2 shall apply.
§ 9 TECHNICAL DOCUMENTS, TOOLS, MODELS AND OTHER AIDS
1. Forms, samples, models, tools and other production means or documents,
which were made available to the Supplier by us or are produced by the Supplieraccording to our details, shall remain our property and possession. The Supplierhas to examine technical documents and aids made available by us for theirusability at its own responsibility.
All production means, documents, and other aids (hereinafter referred to as"Aids") may not be used, reproduced or made accessible to third parties by theSupplier for other purposes without our consent. This shall also apply to aids,
which the Supplier produces according to our details.
2. All aids made accessible to the Supplier or produced according to our details
are to be handed over to us immediately, together with all copies and/orreproductions, without request as soon as they are no longer required for theexecution of the delivery or service, latest upon upon execution of the delivery orservice.
3. The Supplier shall consider the order and the aids and information referring
hereto as a business secret and treat these confidentially. It shall be liable for all
damages, incurred to us from the breach of this obligation and our ownership andindustrial property rights. The Supplier shall also be liable for damages,deterioration, loss, and theft of the aids.
§ 10 ASSIGNMENT OF CLAIMSThe Supplier may only assign claims against us to third parties with our explicit
prior consent.
§ 11 RESERVATION OF CANCELLATION / FORCE MAJEURE
1. In the event of force majeure such as war, riot, eruption of fire, Pandemics etc.
as well as with the occurrence of other impediments to service which do not just
oppose the acceptance in the short-term, such as e.g. exceptional interferences tooperation including strikes, which were neither foreseeable nor for which we areresponsible and which cannot be overcome by reasonable expenses either, weare entitled to cancel the contract accordingly. The same shall apply if thecreditworthiness and/or solvency of the Supplier have deteriorated substantiallyafter conclusion of the contract and/or it upon maturity of its service is either not
willing to provide the service or is no longer capable of providing the service.
2. With the exercising of the right to cancellation according to the afore-mentioned
subclause the Supplier shall not be entitled to damages and/or other rights againstus.
§ 12 PRODUCT LIABILITY
If a claim is asserted against us – no matter for what legal reasons – by one of ourcustomers or a third party owing to a product damage then the Supplier is obliged
to indemnify us accordingly from the assertion of the claim to the extent that thecause of the damages are to be attributed to it, in particular for which it isresponsible. The Supplier takes over in this case all costs and expenses including
the costs of a possible legal prosecution, which are asserted against us.
§13 Service orders
In addition, in case of assemblies, repairs and other work services the Supplierhas(1) with the execution of all work to comply with the regulations of its tradeassociation as well as the accident prevention regulations. It bears the sole
responsibility and liability for all accident damages, which are caused by it or itsworkers. It shall indemnify us from all claims for damages which are asserted
against us in connection with its contractually owed service;(2) to personally ensure the careful and safe storage of the brought in property(e.g. materials, devices and tools) – also of its workers. We shall not be liable for aloss;(3) to ensure that its personnel are properly equipped in line with the regulations
and guidelines (protective clothing etc.), further,(4) insofar as necessary for the full payment of the remuneration, to submit a valid
exemption certificate of the Inland Tax and Revenue Office.
§ 14 COMMITMENTS TO TARIFF AND MINIMUM WAGE
1. With respect to us, the supplier undertakes to comply with the provisions of theMinimum Wage Act (MiLoG) and – if applicable – of the Posted Workers Act(AEntG) with respect to its own employees and to impose these obligations
accordingly on any subcontractors / distributors.
2. The supplier shall indemnify us from any claim raised to us and our liabilities
against us by/of
third parties in full incurred by us due to a breach of theaforementioned legal provisions by the supplier or his subcontractors /distributors. Alternatively, we can also ask for the payment of a sum of money
corresponding to our discretion.
3. The supplier is at our request obliged to prove in writing compliance with MiLoGand AEntG – also by any subcontractors/lenders – without delay.
4. In case the supplier violates the obligations under this section, we are entitledto an extraordinary termination/resignation of / from the contract, without –however – this entitles the Supplier to any compensation.
§ 15 PLACE OF PERFORMANCE, PLACE OF JURISDICTION, APPLICABLE
LAW
1. The place of performance and place of jurisdiction is Düsseldorf. We areentitled to also file an action against the Supplier at its registered seat.
2. The law of the Federal Republic of Germany shall apply exclusively. The
application of the standard laws governing the international purchase of movable
objects and concerning the conclusion of international purchase contracts formovable objects is explicitly excluded.
3. Should individual provisions of the contract or these Terms of Purchase be orbecome invalid or non-enforceable in full or in part or be declared invalid by

judicial or official decisions, this shall have no effect on the validity andenforceability of the other provisions of the contract and these terms andconditions.
Status: September 2022
Lindemann Germany GmbH
Grafenberger Allee 337a | 40235 Düsseldorf | Germany, Amtsgericht
Düsseldorf HRB 95267