Terms and Conditions for the Saleand Delivery of Goods and Services
by Getzner Werkstoffe GmbH

§ 1 Scope of application(1) All supplies of our goods and the provision of our services (e.g. calculations, measurements, the selection of materials, consultations/recommendations, installations (including graphic representations, planning etc),
briefing on and acceptance of the supplied products) shall be governed by
the following terms and conditions (“Terms”). These Terms are applicable
also to future transactions, even if these were not explicitly incorporated
by reference as part of the contract in a particular case. By acceptanceor execution of our offer, the customer is deemed to have unrestrictedly acknowledged these Terms. Oral side agreements and deviations fromour Terms shall be valid only if we have confirmed these in writing. Where
explicitly agreed otherwise by way of a written instrument signed by bothparties in exceptional cases, these deviations are applicable exclusively tothat particular transaction.
(2) Terms and conditions of the customer or of third parties do not apply,
unless we have explicitly approved these in writing. Even our reference toa letter containing or referring to the terms and conditions of the customer
or of a third party shall not be construed as our consent to the applicationof those terms and conditions.
(3) These Terms are applicable only vis-à-vis business undertakings, public-law legal persons or special funds under public law as defined in Section
310 (1) of the German Civil Code (BGB).
§ 2 Offer, acceptance, acknowledgement of order and no assignment(1) Our offers are non-binding and subject to change. We accept orders
by way of a written acknowledgement of order, which can be sent to thecustomer by post, fax or e-mail. We may refuse to accept an order without
giving reasons. Any liability claims on this ground are explicitly excluded.
(2) Amendments and modifications of the agreements reached and ofthese Terms are valid only if made in writing.
(3) Quality, properties, form, design and functionality of samples may bedifferent from the supplied goods/provided services.
(4) The customer may not assign its claim to the supply of goods or theprovision of the subject-matter of the contract to others.
§ 3 Prices(1) Unless otherwise agreed, our prices on the date of the conclusion of
the contract shall be net prices in Euros ex works, including customary
packaging. The customer shall pay for special packaging (e.g. unit package,
packing for sea shipment).
(2) If goods are supplied/services provided at a later point in time for reasons within the customer’s sphere, we will be entitled to charge higher
prices to compensate the resulting higher costs, notwithstanding our rightto compensation of any other damage we have suffered.
(3) The customer shall pay all taxes, customs duties and other levies payable by the customer when taking over the supplies/services, unless wehave accepted an explicit obligation in writing to make payment.
§ 4 Place of performance, delivery, late delivery, default in acceptance, acceptance(1) Place of performance shall be our domicile at Oberhaching, even if it
was agreed to supply the goods/provide the services elsewhere.
(2) Goods are dispatched and transported at the customer’s expense andrisk. Any risk will transfer to the customer as soon as the consignment isoffered to the customer at the place of performance. If the customer does
not accept the consignment, the customer shall be deemed to be in defaultof accepting such consignment. Furthermore, our consignment shall bedeemed to have been made and we are entitled to store the goods at thecustomer’s expense. The resulting storage costs shall be refunded to us
without delay. The risk for services shall transfer to the customer as soon
as the customer has taken over the services. The payment of the compensation, the commitment to pay the compensation, the use of services
for their intended purpose or their use for any other follow-up work shallconstitute takeover of our services.
(3) We are entitled to make partial deliveries or provide partial services
only if these are of interest to the customer given the purpose of the contract and if the customer does not incur any substantial extra efforts therefrom. All contractual provisions are also applicable to partial deliveries andpartial services.

(4) If we are unable to make supplies or provide services at the agreed
date due to unforeseeable temporary circumstances beyond our control(force majeure, delays in supplies from sub-suppliers, shortage of raw
materials, substantial breakdown of machinery etc.), we will be entitledto make supplies or provide services at the next date which is possible
for us, provided that the customer can reasonably be expected to accept
the supplies/services at that date. To the extent that the customer cannot
reasonably be expected to accept the supplies or services due to the delaycaused by temporary circumstances, the customer may withdraw from thecontract by giving written notice without delay. Should these events makeit considerably more difficult or impossible for us to supply the goods orprovide the services and if the impediment is not only temporary, we may
withdraw from the contract.
(5) The non-grant of an import license to the customer will not release thecustomer from its performance obligation.
(6) The time for the supply of goods and/or provision of services is basedon the agreements between the parties. To comply with this deadline it isnecessary that all commercial and technical issues are clarified between
the parties and that the customer has fulfilled all its obligations, e.g. submission of the necessary public permit or approval and having made anadvance payment. If this is not the case or in case of subsequent changesof any kind, the time for delivery will be reasonably extended. On request,
we will inform the customer of the new delivery date or issue a new acknowledgment of order.
(7) The deadline for delivery is complied with if the goods or services haveleft our factory or we have notified the customer that the goods are readyfor dispatch until the expiry of the deadline. This applies also in case acceptance is necessary.
(8) If acceptance is necessary, the delivered goods/services shall bedeemed to have been accepted if the consignment/service is complete andwe have asked the customer to accept the goods/services in reliance on
the provisions of this Section 4 (8), and if (i) 12 business days have lapsed
since the delivery of the goods/service, (ii) the customer has started to use
the purchased item and, in this event, 6 business days have lapsed since
the delivery of the goods/service or if (iii) the customer has failed to accept
the goods/services within these deadlines for any reason other than a defect notified to us which makes it impossible to use or substantially affects
the use of the goods/service.
§ 5 Warranty(1) We warrant that the subject-matter of the contract (supply of goods
or service) corresponds to our product and service specifications. By inspecting these product and service specifications, the customer shall inform itself of our products and services and their properties, including but
not limited to manufacturing tolerances, materials and the properties andfunctionality thereof.
(2) A condition for any warranty rights is the proper fulfilment by thecustomer of all obligations of inspection and the duty to notify defects inaccordance with Section 377 of the Commercial Code (HGB). Unless thecustomer notifies us in writing of defects within ten business days after
delivery of the goods, the customer shall be deemed to have approved
the delivered goods in respect of apparent defects or other defects thata prompt and carful inspection would have revealed. As for other defects,
the deliverables shall be deemed to have been approved by the customer, unless we have received a notification of defects within three businessdays from the point in time at which the defect was discovered; should thecustomer have discovered the defect earlier during normal use, that earlier date shall be relevant for the commencement of the notification period.
It is always the customer’s responsibility to prove the defectiveness of thedelivered goods/service.
(3) Incriminated goods may be returned only with our explicit prior consent at the customer’s cost and risk. If goods are returned without ourprior consent, we may refuse to accept the returned goods and send themback at the customer’s costs.
(4) In case of defects in goods, the customer is entitled to subsequent
performance in the form of rectification of the defects or delivery of adefect-free item. If subsequent performance is unsuccessful, the customer
may reduce the purchase price or withdraw from the contract.

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(5) We do not provide any warranty in particular in the following cases:
inexpedient or improper use, improper transport or storage, defective assembly or commissioning by the customer or third parties, regular wear
and tear, wear parts, incorrect or negligent treatment, improper maintenance, unsuitable operating materials, defective construction work, unsuitable foundation, chemical, electro-chemical or electric impact or use of
unsuitable building materials.
(6) Furthermore, we do not provide any warranty if the customer changes
or procures changes by third parties of the delivered goods without ourconsent, making the rectification of defects impossible or unreasonably
difficult. In any event, any extra costs of having to rectify defects due tochanges shall be borne by the customer.
(7) Should the customer become aware — in whatever way — of circumstances, which would make the delivered product defective within themeaning of the Product Liability Act, the customer shall notify us without
delay.
§ 6 Liability(1) We are liable according to the legal provisions if we or our representatives or vicarious agents have acted with intent or gross negligence or
have culpably breached material contractual obligations. Material contractual obligations are the obligation to make supplies /provide services
in due time, free of defects of title or material defects which more thanjust insignificantly affect functionality or usability, as well as obligations toadvise, protect and care, which shall allow the customer to use the deliverable according to the terms of the contract or intend to protect life andlimb of the customer’s staff or protect the customer’s property against
substantial damage.
(2) Furthermore, to the extent permitted by law, we are liable for the compensation of damage up to the amount of the order value.
(3) We are not liable for any defect that was caused by the supplies having
been fitted into the products of the customer or those of his customers.
Furthermore, we are not liable in case the supplied goods were improperly
produced, stored or supplied based on the customer’s instructions (e.g.
design details, specifications, plans, models or storage or transport regulations).
(4) For the avoidance of doubt, our products are neither intended for nor
tested or fit for use in passenger vehicles and/or in aviation (hereinaftercollectively “Specialised Applications”). Except with our express writtenconsent, it is strictly prohibited to use our products for Specialised Applications, and we will not assume any risk in this context. The exclusive risk andresponsibility for using our products for Specialised Applications lies withour customer who will fully hold harmless and indemnify us in this respect.
If we give our written consent to a Specialised Application, Section 6 (2)will apply by analogy.
(5) This shall not affect our liability for culpable injury to life, body orhealth in connection with guaranteed characteristics, as well as liability
according to the Product Liability Act.
(6) If we are in default and the customer suffers any damage due to that
default, the customer may demand a flat-rate compensation equal to 5 %of the value of that part of the entire delivery and/or entire service which
the customer cannot timely or contractually use due to the delay. Should
the customer allow us to provide the services within a reasonable deadline— in consideration of the legal exemptions — and if we do not meet thedeadline, the customer may withdraw from the contract in accordance withthe legal provisions.
(7) We do not assume any liability, unless the preceding paragraphs explicitly provide otherwise.
§ 7 Reservation of proprietary rights(1) We retain the proprietary rights to the delivered goods until such timeas the customer has fulfilled all its obligations, including but not limited tothe payment of the full purchase price (goods being under reservation of
proprietary rights). We may reclaim the goods if the customer infringes thecontract and is in default with payment.
(2) We may insure the delivered goods at the customer’s cost and expense
against theft, damage caused by breakage, fire, water as well as any otherdamage, unless the customer has demonstrably purchased such insurance.
(3) Unless the customer has paid the purchase price in full, the customer

may not resell, pledge or assign the delivered goods as security without
prior written consent. In case of any pledge, seizure or other disposal of
the goods by third parties, the customer shall notify us in writing without
delay if the goods are encumbered by rights of third parties or subject toany other interference by third parties. The customer is obliged to display
our proprietary rights to third parties by way of signs or otherwise. The
customer is liable for any loss we may suffer from the third party being
unable to reimburse us for the judicial and extra-judicial expenses of acomplaint according to Section 771 of the Code of Civil Procedure (ZPO).
(4) The customer may resell goods being under reservation of proprietary
rights in the ordinary course of business. In this case, however, the customer already assigns to us all claims arising from such resale, whether prior
to or after processing of the goods delivered under reservation of proprietary rights. Notwithstanding our right to collect the claim, the customer
may collect the claim also after assignment. In this context, we undertake
not to collect the claim as long as and to the extent that the customer
meets its payment obligations, does not make a request to open insolvency
or similar proceedings and does not suspend payments.
(5) In as far as the above securities exceed the receivables to be securedby more than 10 %, we are obliged to release the securities according toour choice at the customer’s request.
(6) The delivered goods are always installed or processed by the customer
on our behalf. Where the delivered goods are installed or processed together with other items not owned by us, we will become the joint owner ofthe new item in proportion of the value of the delivered goods comparedto the other items. Moreover, the item created via processing is governedby the same provisions as the goods delivered under reservation of proprietary rights.
(7) The customer assigns to us its insurance benefits or claims for compensation of damage arising from the destruction of or damage to the goods
being under reservation of proprietary rights.
(8) If we assert our proprietary rights by reclaiming the goods, we may
dispose of the goods by private sale or auction. The goods are reclaimed at
the generated proceeds, yet not exceeding the originally agreed price. We
reserve the right to claim compensation for damage.
§ 8 Payment, default, retention(1) Place of performance for payments shall be our registered office at
Oberhaching.
(2) The purchase price is payable without any deduction, free and clear of
costs and charges, within 30 days of the invoice date.
(3) If the purchase price is not paid when due, we will be entitled (theclaims in the following five sub-items can be enforced individually or inconnection with each other):— to postpone the fulfilment of our obligations until the arrears were paid,— to reasonably extend the time for the delivery of goods or the provisionof services,— to demand immediate payment of the entire outstanding purchase price,— to charge all dunning and collection expenses as well as legal defaultinterest or— to withdraw from the contract if the customer does not make payment
within a reasonable grace period; even if the contractual performance isseverable, we may withdraw from the contract in its entirety and lodge
claims for the compensation of lost profit.
(4) If execution proceedings are conducted in respect of the customer’s
assets or if the customer’s ability to pay is questionable, we are entitled:— to demand immediate payment of all receivables, regardless of due dates,— to withhold all deliveries and services under still non-performed contracts and to provide these only against advance payment. Should thecustomer refuse to pay in advance, we may withdraw from the contract
and lodge claims for the compensation of lost profit.
(5) The purchase price is due for payment without delay if the customer isin default of acceptance.
(6) Regardless of any other dedicated purpose, payments are always credited to cover the earliest debt and the resulting interest and cost.
§ 9 Setoff and customer’s retention rightThe customer may set off counterclaims and assert a retention right only if
its counterclaims are uncontested or were finally established.

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§ 10 Statute of limitation
The time for the limitation of claims of the customer – regardless of thelegal grounds – shall be 12 months. The deadlines prescribed by law shallapply in case of intent or fraudulent conduct and in case of claims governed by the Product Liability Act.

§ 13 Final provisions(1) A contract may not be challenged on the ground of error or shortfall
exceeding fifty percent.
(2) Should any term here of be invalid or unenforceable or become invalid
or unenforceable after conclusion of the contract, the remaining terms ofthe contract shall not be affected. An invalid or unenforceable term shallbe replaced, by way of supplementary interpretation of the contract, by avalid and enforceable term which closest reflects the economic purposethe parties have intended to pursue with the invalid or unenforceable term.
This applies also in case the contract should have any gap.
Seller’s offers are solely for business undertakings, dealers or traders,which complete the purchase in exercise of their commercial or independent activities. Consumers according to Section 13 of the Civil Code (BGB)
are excluded from the sale. This is an explicit condition for the conclusionof a contract.
Status: November 2020

AVL en © Copyright by Getzner Werkstoffe GmbH l 11-2020§ 11 Property rights(1) We are proprietors of all intellectual property rights (inter alia patents,
trademarks, designs, copyrights etc), whether registered, applied for registration, registrable or non-registrable, in respect of plans, drafts, costestimates, technical documentation, samples, catalogues, prospectuses,
illustrations, tools, software and similar materials and data which were
provided to the customer (“Materials”). Any use, including but not limited
to the reproduction, dissemination, publication, communication to the public and demonstration of Materials beyond the use contractually agreed
between the parties shall require our explicit consent. To the extent thatthe delivered goods contain property rights, the customer is awarded thenon-exclusive right to use the delivered goods, including their documentation, for their intended purpose.
(2) Should the customer apply for registration of an industrial property
right, of which our supplied Getzner products are a component, the customer shall obtain our prior written consent. We explicitly prohibit any unauthorized application for registration of a property right by the customer
without our consent. After grant of the property right, we shall have, inany event, a free and non-exclusive right to use the entire property rightapplied for. The customer undertakes to transfer and assign that obligation
to its legal successors.
(3) The use and display of products and services in public (for example asreference) requires our express written consent.
(4) Any documents or information about us, our products, distributors orother customers made available to the customer or which come otherwise
to the customer’s attention may not be passed on or otherwise made available to third parties, including but not limited to our competitors. This shallalso apply to documents such as samples, drawings, drafts, cost estimatesor advertising materials made available to the customer or which come tothe customer’s attention in any other way. We are entitled to all rights tothese documents.
(5) The customer guarantees that the drawings, sketches, models etc.
made available by it are not encumbered by rights of third parties. The
customer will hold harmless and indemnify us for and against all claims
brought by third parties against us due to an infringement of rights to anyof the above items. If such rights are asserted, we may withdraw from thecontract without notice and immediately discontinue our supplies/services
without examination of the legal situation and without the customer being
entitled to assert any claims vis-à-vis us.

§ 12 Jurisdiction and applicable law(1) This contract shall be governed by and construed in accordance withthe laws of the Federal Republic of Germany (without giving effect to theprovisions of International Private Law and the UN Sales Convention).
(2) All disputes arising out of or in connection with this contract shall exclusively be referred to the court having local and subject-matter jurisdiction at our registered office in Oberhaching within the scope of applicationof Council Regulation (EC) no 44/2001 on jurisdiction and the recognitionand enforcement of judgments in civil and commercial matters and theLugano Convention. This provision shall not affect mandatory legal provisions on exclusive venues.
(3) It is agreed that all cases outside this scope of application shall bereferred to the international court of arbitration of the Chamber of Industry and Commerce of Munich and Upper Bavaria (IHK München). Place ofarbitration shall be Munich. The language to be used in arbitral proceedings shall be German. If the contract is drawn up in a language other than
German, the language to be used in arbitral proceedings shall be English.
(4) However, we may bring claims against the customer before any othercourt having jurisdiction.

AUSTRIA — Bürs GERMANY — Berlin — Munich — Stuttgart FRANCE — Paris — Lyon JAPAN — Tokyo INDIA — Pune
JORDAN — Amman CHINA — Beijing USA — Charlotte AUSTRALIA — Melbourne
www.getzner.com
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