Terms and Conditions for the Saleand Delivery of Goods and Services byGetzner Materials (Beijing) Co., Ltd.

§ 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) These Terms shall also apply to any transactions between us and any of
our customer’s affiliated companies. The customer shall procure that eachof its affiliated companies accepts and complies with these Terms.
(3) Terms and conditions of the customer or of third parties do not
apply, unless we have explicitly approved these in writing. Even our reference to a 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 application of those terms and conditions.
§ 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 thecontract shall be net prices in CNY 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 and place where each contract with us is enteredinto shall be our registered office at Beijing, Chaoyang District, 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 or the carrier at the place of performance. If thecustomer does not accept the consignment, the customer shall be deemed
to be in default of accepting such consignment. Furthermore, our consignment shall be deemed to have been made and we are entitled to store
the goods at the customer’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 paymentof the compensation, the commitment to pay the compensation, the useof services for their intended purpose or their use for any other follow-up
work shall constitute 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 (including without limitation force majeure, delays in supplies
from sub-suppliers, shortage of raw materials, substantial breakdownof machinery etc.), we will be entitled to make supplies or provide
services at the next date which is possible for us, provided that thecustomer 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 delay caused bytemporary circumstances, the customer may terminate the contract,
without any liability on our part, by giving written notice without delay.
Should these events make it considerably more difficult or impossible
for us to supply the goods or provide the services and if the impediment is not only temporary, we may terminate the contract without
any liability on our part.
(5) In case of international shipments the non-grant of an import license
to the customer will not release the customer from its performance obligation.
(6) The time for the supply of goods and/or provision of services are
non-binding and always approximate, unless we have explicitly agreed inwriting on a firm deadline. In case such firm deadline is agreed, to comply
with this deadline it is necessary that all commercial and technical issues
are clarified between the parties and that the customer has fulfilled allits obligations, e.g. submission of the necessary public permit or approvaland having made an advance payment. If this is not the case or in case of
subsequent changes of any kind, the time for delivery will be reasonably
extended. On request, we will inform the customer of the new delivery dateor 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
and we 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 businessdays 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 grant no warranties whatsoever, except as explicitly set forth inthese Terms or in case we agree thereto in an express written agreement. We warrant that the subject-matter of the contract (supply of goods
or service) corresponds to our product and service specifications on the
moment of delivery and until 24 months thereafter, unless otherwise specified in the contract. By inspecting these product and service specifications, the customer shall inform itself of our products and services andtheir properties, including but not limited to manufacturing tolerances,materials and the properties and functionality thereof.
(2) A condition for any warranty rights is that the customer inspects
the goods or services immediately upon delivery and notifies us immediately in case of any defects. Unless the customer notifies us inwriting of defects within ten business days after delivery of the goods,
the customer shall be deemed to have approved the delivered goods inrespect of apparent defects or other defects that a 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 business days
from the point in time at which the defect was discovered; should thecustomer have discovered the defect earlier during normal use, thatearlier date shall be relevant for the commencement of the notification
period. It is always the customer’s responsibility to prove the defectiveness of the delivered 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.

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(4) In case of defects in goods, the customer is entitled to, at ourdiscretion, subsequent performance in the form of rectification of thedefects or delivery of a defect-free item. If subsequent performanceis materially unsuccessful, the customer may request us to reduce
the purchase price with a reasonable amount given the nature of thedefect, or terminate the contract without any further liability on ourpart.
(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, regularwear 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 our consent, making the rectification of defects impossible or
unreasonably difficult. In any event, any extra costs of having to rectify defects due to changes shall be borne by the customer.
(7) Should the customer become aware – in whatever way – of circumstances, which would make the delivered product defective, the customer shallnotify us without delay.
§ 6 Liability(1) To the extent permitted by law, we shall not be liable in case ofslight negligence.
(2) Furthermore, unless in case of intentional infringement of the contract, our liability to compensate damage shall be limited to direct,
predictable typical damage. We are therefore not liable for consequential damage, including but not limited to lost profit or costs of reclaiming the goods. If we are in default with respect to an agreed delivery
deadline and still fail to deliver after being granted a reasonable grace
period, while the customer suffers any damage therefrom, the customer may demand compensation for such default equal to maximum 3 %of the value of that part of an entire consignment and/or entire service
which – due to the delay – could not properly be used or could not be
used in conformity with the contract. If in such case the customer
sets a reasonable deadline for performance – in consideration of thelegal exceptions – and we do not meet this deadline, the customer will
be entitled to terminate the contract according to the legal provisions,but without any further liability on our part.
(3) To the extent permitted by law, our liability with respect to eachcontract or order shall be limited to the respective order value of ourgoods and services under such contract or order. However, (i) should
our products be used in aircraft, passenger vehicles or ocean vesselsand (ii) should the respective order value be higher than CNY 3 million,
our aggregate liability shall be limited to an amount of CNY 3 million,
to the extent permitted by law. This applies in particular to costs of
installation and dismantling.
(4) We are not liable for cases where the delivered products are defective due to having been incorporated into the products of the customer
or its buyers. We are not liable either if the delivered goods were incorrectly produced, stored or supplied due to instructions given by thecustomer (e. g. construction details, specifications, plans, models or
regulations for storage or transport).
(5) For the avoidance of doubt, our products are neither intended nor
fit for nor was their fitness tested for an application in passenger vehicles and/or in aviation (hereinafter collectively “Special Applications“). It is strictly prohibited to use our products for Special Applications without our express written consent and we do not accept any
risk in this context. Risk and responsibility of using our products forSpecial Applications are exclusively and solely borne by the customer,
and the latter will fully hold harmless and indemnify us in this respect.
(6) Notwithstanding the above, liability for culpable harm to life, limb or
health, for characteristics explicitly guaranteed by us in writing, as well as
liability that cannot be excluded under applicable law shall not be affected.
(7) Unless explicitly stated otherwise above, our liability shall be excluded.

§ 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. The customer shall notify us without delay in writing
if the goods are pledged, seized or otherwise disposed of by third parties.
(4) If the customer resells goods being under reservation of proprietary
rights, customer already assigns to us all claims arising from such resaleor any other realization up to the amount of our purchase price (including
VAT). The customer undertakes to record the assignment in its books. Until
further notice, the customer may collect these assigned claims in its own
name but for our account. The customer is obliged to reserve for itself the
proprietary rights to the goods even if goods being under reservation of
proprietary rights are resold on credit.
(5) 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.
(6) The customer assigns to us its insurance benefits or claims for compensation of damage arising from the destruction of or damage to thegoods being under reservation of proprietary rights.
(7) Goods being under reservation of proprietary rights may not bepledged or assigned for security.
(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
Beijing, Chaoyang District.
(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 terminate the contract if the customer does not make payment withina reasonable grace period; even if the contractual performance is severable, we may terminate the contract in its entirety and lodge claims forthe 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.

2/3§ 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 in court.
§ 10 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.

erned by and construed in accordance with the laws of the People’s Republic of China (without giving effect to the provisions of International Private
Law and the UN Sales Convention).
(2) All disputes arising out of or in connection with these Terms or any
contract between us and customer shall exclusively be referred to the competent court having local and subject-matter jurisdiction at our registeredoffice in Beijing, Chaoyang District. This provision shall not affect mandatory legal provisions on exclusive venues.
(3) However, we may bring claims against the customer before any othercourt having jurisdiction.

§ 11 Jurisdiction and applicable law(1) These Terms and any contract between us and customer shall be gov-__________________________[customer name]§ 12 Final provisions(1) A contract may not be challenged on the ground of error or shortfall
exceeding fifty percent.
(2) Should any term hereof, or any term in an agreement between us andcustomer, be invalid or unenforceable or become invalid or unenforceable
after conclusion of the contract, the remaining terms of the contract shallnot be affected. An invalid or unenforceable term shall be replaced, by wayof supplementary interpretation of the contract, by a valid and enforceable
term, which closest reflects the economic purpose the parties have intended to pursue with the invalid or unenforceable term. This applies also incase the contract should have any gap.
(3) Any formal notice or communication by us shall be deemed received
by customer if sent by courier to customer’s address as registered with the
Administration of Industry and Commerce, or its address as specified in
the contract, or by email to an email ad-dress of the customer as specified
in the contract.
(4) These Terms are, and any contract or other document between us andcustomer may be, made out in English and Chinese. Should any conflict
between the English version and the Chinese version arise, the English version shall prevail.
We hereby confirm that we have carefully read, well acknowledge andagree to the above Terms and Conditions, and we further confirm thatthese Terms and Conditions shall apply to all our past, current andfuture agreements and transactions with Getzner Materials (Beijing)Co., Ltd.
Company Chop

GTC en © Copyright by Getzner Werkstoffe GmbH l 05-2021

Status: October 2018

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