General Terms and Conditions of Sale and Delivery for thedivision Drive Technology
Effective as of April 1st, 2021
§ 1 Scope of application
The following Terms and Conditions of Sale and Delivery ofKlingelnberg GmbH for the division Drive Technology, Peterstraße45, 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 in particular 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 notbeen expressly agreed again. Any deviating general terms andconditions of the customer are not accepted, even if Klingelnberg
does not expressly object to them. The division Drive technology
includes the production and distribution of gear components, which
are designed for installation in transmission systems.
§ 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 by e-mail, by fax or in writing.
(2) Side agreements and amendments require mutual confirmationby e-mail, by fax or in writing in order to be effective.
§ 3 Scope of delivery, shipment and transfer of risk
(1) The scope of delivery is determined by the order confirmation
supplied by Klingelnberg.
(2) 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 toany circumstance 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.
§ 4 Delivery date and force majeure(1) Delivery dates that are not expressly agreed in writing as
binding shall be non-binding.
(2) If the order confirmation states a delivery date, Klingelnberg willin general indicate a certain calendar week.
(3) A delivery date is deemed to have been met if the delivery item
has left the production site of Klingelnberg in Hückeswagen no later
than on the last workday of the specified calendar week. The
working days at the place of business of Klingelnberg are decisive.
(4) Delivery dates become non- binding or are postponed - 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 date is postponed 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.
(7) Before the delivery date, Klingelnberg is entitled to make partial
deliveries and issue partial invoices to a reasonable extent.
(8) If the delivery is delayed or the delivery date is postponed for aperiod of more than 14 days compared with the agreed upondelivery date due to circumstances which originate in thecustomer's sphere of risk and responsibility, then Klingelnberg is
entitled to claim from the customer liquidated damages of 0.5 percent of the purchase price excluding VAT for the affected part ofthe delivery for every entire week up to a maximum total of 3.0 per
cent excluding VAT of the purchase price for the affected part ofthe delivery. Payments received because of the foregoingstipulation are to be offset against any specific claim for expenses
and damages raised by Klingelnberg and based on default of
acceptance of the customer.
§ 5 Industrial property rights(1) Insofar as industrial property rights (inventions, copyrights orutility models) arise in the context of the cooperation between thecontractual parties the following shall apply:
Knowledge and experiences in the field of the collaboration whichwere present or have arisen at one of the contractual parties before
entry into force of the agreement as well as knowledge andexperiences which arise at one of the contractual parties outside
the collaboration, remain exclusive knowledge and experiences of
the respective contractual party and are protected from the accessof the other contractual party. This includes such patentapplications, patents, copyrights and other protective rights, which
stem from the aforementioned knowledge and experiences.
(2) The products resulting from the collaboration as well as thelaboratory samples, prototypes, software products, functionalmodels, drawings, reports or parts thereof shall be the unrestricted
property of Klingelnberg at the moment of the production in therespective stage of processing.
(3) All protectable and non-protectable knowledge and experiencesin particular inventions and know-how, which arise from theperformance of the collaboration belong exclusively to
Klingelnberg, and are herewith already transferred by the customer
to Klingelnberg. Klingelnberg accepts such transfer.
(4) Insofar as the knowledge and experiences contain protectable
inventions, only Klingelnberg is entitled at its sole discretion and in
its own name – while naming the inventor/sin accordance with theapplicable statutory law - to apply for protective rights in any
country of its choice, to pursue them further or to abandon them at
any time.
(5) The customer is obliged, to acquire all rights in the inventions
which arise out of the performance of the collaboration from his
employees, sub-contractors or other third parties who participate in
the performance of the collaboration. In particular the customer will
not declare a release of the invention in accordance with § 6 par. 2of the German Law on Employee’s Invention (Arbeitnehmererfindergesetz). The customer herewith assigns toKlingelnberg already now all claims in the context of thecollaboration arising against its employees, sub-contractors andother third parties related to the transfer of rights or granting oflicenses. Klingelnberg accepts such assignment.
(6) Insofar as knowledge and experiences under par. 3 or products
under par. 2 – in particular computer programs – are protected bycopyright law, the customer herewith transfers to Klingelnberg thefollowing irrevocable, exclusive, unlimited usage rights which canbe transferred or sub-licensed by Klingelnberg alone: Klingelnberg
is entitled to use the copyright in any changed or unchanged form
and in any type of use, to have it used by third parties and to grantthird parties any rights of use. Such rights of use include inparticular the copying, distributing, displaying, presenting andpublic performing.
(7) The customer will inform Klingelnberg about any published or
unpublished own protective rights and applications for protective
rights and about any protective rights or applications thereto
licensed to the customer by third parties, which are used when
exploiting, manufacturing, using and/or distributing the knowledge
and experiences pursuant to par. 3 and/or the products pursuant
to par. 2.
(8)The contractual parties undertake to inform one anotherimmediately in writing, by fax or by e-mail about any knowledge orexperiences pursuant to par. 3 or products pursuant to par. 2 which
are created during the performance of the collaboration.
(9) The customer shall support Klingelnberg in the application,
processing, assertion and defense of protective rights, in particularby submitting all necessary declarations in a timely and accuratelymanner. Klingelnberg will reimburse the customer for costs

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incurred in an adequate amount, if and to the extent to which thecustomer has spend more than marginal manpower e.g. whenintensively processing draft applications for protective rights orofficial decisions.
§ 6 Cooperation obligations(1) If the customer provides the raw material to be processed, suchmaterial has to be objectively suitable to fulfill the material
specification required by the customer. Klingelnberg is entitled tocheck and examine the material in advance to make sure, that the
raw material is suitable. The customer is obliged to provide amaterial certificate in accordance with EN 10204 / 3.1 (or in caseof an acceptance by a classification society with 3.2) together withthe raw material.
(2) In general Klingelnberg will create a manufacturing drawing forevery delivery item, which will be sent for approval to the customer
together with a list of the modifications to the drawing presented by
the customer. The customer is obliged to either comment on orapprove the submitted modification proposals within 7 calendar
days per e-mail, per fax or in writing. Upon approval the customer
acknowledges as binding the modifications included in the
manufacturing drawing for the delivery item to be produced for him.
If the customer does not provide the approval within the
aforementioned time limit, the delivery date as stated in the orderconfirmation will become non-binding for Klingelnberg.
(3) Should an acceptance by a classification society be required for
an individual order, the customer shall be obliged to make available
the necessary documentation for the acceptance upon conclusionof the contract, but at the latest before the thermal treatment of thework pieces. If the customer does not present the documentation
within the aforementioned time limit, the delivery date as stated in
the order confirmation will become non-binding for Klingelnberg.
(4) If the parties have agreed on an on-site inspection of thedelivery items by the customer at the production site ofKlingelnberg, the customer is obliged to meet the agreed date.
(5) Both contracting parties are obliged to immediately notify one
another about any delays in the execution of an individual order by
e-mail, by fax or in writing. Should there be any delays inKlingelnberg providing the goods or services because thecustomer has failed to meet its cooperation obligations in a timely
manner or fully, then all dates and deadlines that have been set forthe provision of goods or services by Klingelnberg shall be nonbinding and shall require a review by Klingelnberg and a new
agreement between the contracting parties. The customer shall beobliged to reimburse any additional costs incurred by Klingelnberg
due to a failure to fulfill its cooperation obligations in accordancewith the prices of Klingelnberg applicable at the time in question.
§ 7 Prices and terms of payment(1) Provided that an agreed upon price list between the parties
does not exist, all prices for deliveries and services of Klingelnberg
will be determined by the respective order confirmation.
(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, insurance, installation andinstruction 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.
(3) The price as invoiced by Klingelnberg for the delivery items and– if ordered - any additional services has to be paid by thecustomer without deductions and free of charges within 30 days
from the invoice date to the account as specified by Klingelnberg,
if the order confirmation has not stated a different due date. For
compliance with this deadline, the receipt of payment at
Klingelnberg is decisive.
(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)Klingelnberg is entitled to claim for a payment in advance if there
is a comprehensible reason for doing so. A comprehensible reason
shall be deemed to exist in particular if the customer has alreadybeen in default of payment in the past.
(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. The foregoing is notapplicable if the parties agree that the drawings, plans and systemdesigns are delivered to the customer.
(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 his own expense, that thedelivery item remains free from any encroachment by a thirdparty (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 shallbe entitled to transfer title of its prospective entitlement for
security purposes only with the written consent of Klingelnberg.
c) Moving the delivery item to a different location shall require
the written consent of Klingelnberg.
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.
f) The customer shall ensure that the ownership of Klingelnberg
is not lost by connection, mixture, installation or processing.
Should this happen, nevertheless the retention of title shallproportionally extend to the newly created object. The share in
the co-ownership of Klingelnberg is determined according to
the proportion of the value of the connected, mixed, installedor processed delivery item to the other objects connected,
mixed, installed or processed.
§ 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, thenthe customer is entitled to withdraw from the contract or reduce
the purchase price. Withdrawal from the contract is excluded if
the breach 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.
d) The limitation period for claims for defects is 18 months fromthe installation of the delivery item into a transmission system,
but limited to a maximum period of 24 months from the passingof risk. The customer shall immediately notify Klingelnberg of any
defects.
(2) 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, lack ofstability or inadequate storage, weather and other natural factors.
(3) Extra costs for supplementary performance, which result fromshipment of the delivery item to a place other than the place ofdelivery, are borne by the customer.
§ 10 Liability for damages(1) Klingelnberg is liable for claims:- due to a culpable injury to life, limb or health of individuals,

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- 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 the foregoing, 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 tothe typical damage foreseeable at the time the contract isentered 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 performanceof which is necessary to make the implementation of thecontract possible and on the compliance of 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 of duty caused by simple negligence, a liabilityof Klingelnberg is excluded.
(3) Contractual damages claims of the customer against
Klingelnberg become time-barred in 12 months from the time thecircumstances 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 Limitation of liability by the amountInsofar as neither a liability as stated in § 10 par. 1 nor any otherstatutory unlimited liability exists, the following limitation of liabilityby the amount for all damages caused by negligence ofKlingelnberg shall apply: the total amount of liability of Klingelnberg
resulting from or in connection with a delivery shall be limited to the
net amount of such delivery.
§ 13 Assignment
The customer is not entitled to assign and / or transfer its rights andobligations under this contract without written consent ofKlingelnberg.
§ 14 Change requests
Should the customer ask for modifications or amendments to theagreed upon scope of delivery, the delivery items or additional
services after the contract has been concluded, Klingelnberg will
examine such request in a timely manner and inform the customer
at what terms and under what conditions the requested changes
can be executed. A claim of the customer for a change of thedelivery or service shall only exist if a written agreement has beenconcluded in such respect. Otherwise the originally agreed upon
scope of delivery and services remains valid..
§ 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 have a need toknow it in order to implement the contract and who are subject to aconfidentiality 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.
§ 16 Export control provisions
The delivery items may be subject to export control provisions of
the Federal Republic of Germany, the European Union,
Switzerland, 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 Marketing- and advertising
The customer shall only implement marketing and advertising in
the context of which Klingelnberg is being referred to (e.g. by useof Klingelnberg trademarks), in particular brochure, internet andvideo advertising or the like, with the prior consent of Klingelnberg
given to the customer in text form. The foregoing applies inparticular if the customer intends to use the Klingelnberg logo.
§ 18 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 forthe division Drive Technology and all contracts entered into while
they are effective are subject to substantive German law to the
exclusion of the UN Sales Convention (CISG - United Nations
Convention on contracts for the International Sale of Goods,
entered into in Vienna on 11 April 1980).
§ 19 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
on a valid provision that reflects the invalid provision as closely as
possible in commercial terms.

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