Services to be provided by the customer for deburring systems
The modules require the following utility connections:
Heavy current electrical supply
Pneumatics
Cooling medium
Industrial waterGas (for TEM-machines)
It is assumed that the deburring system will be installed on a level surface.
Climbing and lifting devices
The customer shall provide the safety-checked climbing and lifting devices necessary for installation and operation to the Extrude Hone
operation personal, free of charge for the intended use.
Technical availability
The technical availability for deburring systems is 95 %.
Documentation for deburring systems on data carrier
Included in the scope of supply is the standard documentation in the appropriate language for the country of use (operator’s manual),
together with the EU Certificate of Conformity and the manufacturer’s declaration. This also applies to the visualization on the system
control and the labelling of the system and tooling (use of Latin alphabet characters is assumed). (where applicable)
Spare and wear parts lists, as well as drawings for the system and tooling in the English language, are included.
The documentation for the deburring system comprises an operator manual, certificate of conformity, manufacturer’s declaration,customer’s data sheets, list of system spare and wear parts, tooling documentation, electrical circuit diagram, pneumatics drawings andpipe-work and general installation schematic.
In addition, there is one (1) file documenting the buy-in parts. An USB sick is also included. (for deburring systems)
The documentation for the tooling includes a description of how it is assembled, an assembly drawing in a pdf copy or equivalent and amaintenance schedule.
For countries outside Europe, which do not use Latin alphabet characters, the documentation, visualization and labelling is in theGerman or English language. Other languages are possible. If requested, we would be pleased to quote a price for these after checking
the technical feasibility.
Test and prove-out of toolingIf not agreed differently during negotiation and defined by quotation at latest halfway through the confirmed delivery period the customer
will provide free delivery of approximately 50 work pieces to drawing specification, in order to prove-out the tools prior to shipping theequipment.
In the event that, through no fault of Extrude Hone GmbH, there are delays in making the work pieces available, we reserve the right todeliver the tooling, 4 weeks after notification of readiness, to ship untested and to invoice for it. In this case we would be pleased toprovide our personnel at extra cost for subsequent commissioning and setup of the tooling.
Preparation of 3D models:
For the purpose of calculating the fixture price (where necessary in the case of TEM), and in order to design the fixture we make theassumption that we will receive the tooling drawing as a 3D model in STEP or IGES format. This 3D model must show the work-piece inthe work process before it is consigned to the surface finishing process.
In the event that we receive the drawing only in 2D, in hard copy or in DXF format, the supplementary costs for the formatting in 3D will
be added to the fixture price.
Drawing specifications must be current and must be in the German or English language. Furthermore, an index must be appended.
Any additional comments, symbols, etc. on the drawing will not be considered if they are not mentioned separately in the quotation.
The drawing (for the work process prior to the corresponding EH process) must contain all dimensions and measurements.
We require this binding work-piece drawing (with the order) at the latest 5 working days after placement of order (if not otherwise
agreed) in the format specified above in order to be able to start the design of the complete fixture. In the event that the drawings areprovided to us at a later time, EH reserves the right to reschedule the delivery date accordingly, with imposition of the agreed sanctions
as applicable.
EH requires the complete work-piece drawings for the respective work process (as 3D model) in the format specified above and acorresponding drawing either as 2D data file in DXF, DWG, pdf, tif or in hard copy.
Process-typical discolorations
Process-typical discolorations (ECM, CP and TEM) can arise in consequence of the material and liquids that are used in the machining
and pre- and post-treatment and must be accepted unless otherwise agreed within the framework of the quotation or purchase order.
Pre- and post-treatment of any kind (prior to the deburring process) can affect the quality of the deburring process and must be checked
separately for each individual case.
Unloading / Set-up
Unloading and set-up will is carried out by the customer.
Directives and regulations
Our machines are in compliance with the applicable EU Machinery Directives. They carry the CE symbol and are in accordance withaccident prevention regulations, VDE, VDI and EMC requirements.
Disclaimer
Statements in relation to technical design data and prices remain non-binding until all queries have been fully and finally clarified.
We reserve the right to change the scope of supply in regard to the quoted design or manufacture should the changes bring technicalimprovement.
It may be necessary to include any additional costs which are incurred in meeting the customer’s technical specifications.
Warranty period for ECM tooling
Extrude Hone GmbH warrants the principal components of the supplied ECM tooling for 12 months after delivery for multi-shift operation.
However, the warranty ends at latest 15 months after delivery in the event that commissioning of the tooling is delayed for reasons not
attributable to the supplier.
Consumables and wear parts are excluded from the warranty.

Warranty period for deburring systems
Extrude Hone GmbH warrants the delivered components for a period of 24 months for single shift operation or 12 months for multi-shiftoperation. However, the warranty ends at latest 15 months or 27 months after delivery, in the event that commissioning of the deburring
system is delayed for reasons not attributable to the supplier.
Consumables and wear parts are excluded from the warranty. The warranty period starts when the system has been installed and isready for operation.
Acceptance
The purchaser must provide the supplier, free of charge and in due time, with all of the preparatory measures required for carrying out
the acceptance tests, provided that these are required for the acceptance tests and are not already covered within the scope of supply.
In the event that the purchaser does not fulfil his obligations or impedes in some other way the execution of the acceptance tests, thetests are considered to be successfully completed on the date for the acceptance tests given in the manufacturer’s notification.
The work is accepted,a) when the acceptance tests have been successfully carried out, orb) when the buyer has received the notification in writing that the work has been completed, provided that it corresponds to thecontractual provisions in regard to the acceptance. However, this applies only in those cases in which the parties have not agreed to thecarrying out of acceptance tests.
Small defects that have no impact on the performance of the work carried out by Extrude Hone are no reasons for rejecting theacceptance.
The purchaser is not entitled to use the work or any part of it prior to acceptance. Otherwise, the work is considered accepted by him,with the proviso that no written consent from the manufacturer existed. The manufacturer is then no longer obligated to carry out theacceptance tests. The warrantee period begins with acceptance of the work. When requested in writing, the purchaser shall issue acertificate confirming the date of acceptance of the work. However, should the purchaser not issue such a certificate, this does notcompromise the acceptance.
Payment terms for deburring systems
Deposit for:40 % of total contract price, payable within 14 days of issuing the order acknowledgement and deposit invoice, strictly net.
If the down payment will not be received 14 days after sending the down payment bill, the delivery date will respectively postponed.
Progress invoice for:30 % of total contract price, payable after written design approval by customer
20 % of total contract price, payable within 14 days of completed pre-acceptance in our factory, strictly net, or at latest 4 weeks after
notification of readiness for the pre-acceptance, in the event of any delay to the pre-acceptance for reasons not attributable to the
supplier.
10 % of the total contract price, payable within 14 days of the successful commissioning/final acceptance in the customer’s factory,
strictly net, or at latest 4 weeks after delivery to the customer’s premises, in the event of any delay to the final acceptance for reasons
not attributable to the supplier.
The delivered items remain the property of the manufacturer until payment in full has been received.
All payments are net.
Payment terms for tooling
40 % of total contract price, payable within 14 days of issuing the order acknowledgement and deposit invoice, strictly net.
If the down payment will not be received 14 days after sending the down payment bill, the delivery date will respectively postponed.
30 % of total contract price, payable after written design approval by customer
30 % of total contract price, payable within 14 days with delivery, strictly net, or at latest 4 weeks after notification of readiness to ship, inthe event of any delay to the delivery for reasons not attributable to the supplier.
The delivered items remain the property of the manufacturer until payment in full has been received.
Delivery time
An exact delivery date we will tell you upon receipt of the official order and clarification of all technical details in our order confirmation.
Delay
Extrude Hone does not accept any penalties on delayed delivery unless defined otherwise in a special contractual agreement.
Terms for delivery
Unless otherwise specifically stated in the quotation, the delivery is FCA to the nominated shipping address (Incoterms 2020), inclusiveof packaging but excluding transportation insurance.
General terms and conditions
Unless otherwise agreed, the enclosed “ORGALIM S 2022 general conditions for the supply of mechanical, electrical and electronic
products” (October 2022), including the appendix sheet shall apply. The contract is subject to the laws of Germany. Recourse to theViennese UN Convention on Contracts for the International Sale of Goods is expressly excluded.
The General Terms takes precedence over the Orgalim.
PricesThe prices are strictly net but do not include any applicable VAT.
Our prices are valid for 1 (one) month. After this time our quotation is subject to review.
Export control
It is agreed that the legally binding conclusion of this contract is subject to the suspensive condition that BAFA grants the necessary
approvals for the sale, delivery, transfer or export of the specified goods/technologies.
If the necessary export or transfer licenses or other releases are not issued by the responsible authorities or are not issued in a timely
manner, or if there are other obstacles due to the customs regulations that we as exporter or shipper or our suppliers have to comply
with; If foreign trade and embargo regulations contravene the fulfillment of the contract or delivery, we are entitled to withdraw from thecontract or from the individual delivery or service obligation.
The customer undertakes to recognize and comply with the European and relevant national export control regulations and embargo
regulations and not to sell, export, re-export the delivered goods directly or indirectly to persons, companies, institutions, organizations or
to countries, to deliver, pass on or otherwise make accessible if this violates European or national export regulations or embargo
regulations.

Orgalim S 2022

GENERAL CONDITIONS FOR THE SUPPLY OF
MECHANICAL, ELECTRICAL AND ELECTRONIC PRODUCTS
Brussels, October 2022
PREAMBLE
1. These General Conditions shall apply when the parties
agree thereto. Any modifications of or deviations fromthem must be agreed In Writing.

DEFINITIONS
2. In these General Conditions the following terms shall havethe meanings hereunder assigned to them:−« Contract » : the agreement In Writing between theparties concerning supply of the Product and all
appendices, including agreed amendments andadditions In Writing to the said documents;−« Gross Negligence » : a deliberate or reckless failure
to take such care as is obviously required in thecircumstances to avoid serious consequences for theother party;−« In Writing » : communication by document signedby both parties or by letter, electronic mail, fax and bysuch other means as are agreed by the parties;−« the Product » : the object(s) to be supplied under theContract, including software and documentation;−« Contract Price » : the agreed price, which shall beeither a fixed price or, in case the parties havespecifically agreed on a price revision clause, therevised price.

PRODUCT INFORMATION/INSTRUCTIONS
3. All information and data contained in general productdocumentation and price lists, regardless of form, shall bebinding only to the extent that they are by reference In
Writing expressly included in the Contract.
4. The Supplier shall, not later than at the date of delivery,
provide free of charge information and drawings which arenecessary to permit the Purchaser to install, commission,
operate and maintain the Product. Such information anddrawings shall be supplied as one paper copy of each andalso electronically. The Supplier shall not be obliged toprovide manufacturing drawings for the Product or for
spare parts.

INTELLECTUAL PROPERTY AND
CONFIDENTIALITY
5. All intellectual property rights in the Product, including inany embedded software, and in any technical information
relating to the Product, shall rest with the Supplier or, in theappropriate case, with a third party which has licensed theSupplier to sublicense these rights. Subject to any
limitations that may have been agreed between the third
party and the Supplier, the Purchaser shall acquire a nonexclusive, perpetual and transferable right to use these
intellectual property rights, but limited to the extent
required by the purpose of the Contract. The Supplier shallnot be obliged to provide the Purchaser with the sourcecode or with updates for any embedded software.
This clause shall also apply when the Product and/or
software has been specifically developed for the Purchaser,
unless otherwise agreed In Writing.
6. Technical, commercial and financial information andinformation, which has been declared as confidential or
which must by its very nature be deemed to be confidential,
disclosed In Writing or orally by one party to the other, shallbe treated confidentially. The information shall therefore
not without the consent of the disclosing party In Writing
be used for any other purpose than that for which it wasprovided. It may not, without the consent of the disclosing
party In Writing, be transmitted, communicated orotherwise disclosed to a third party.

ACCEPTANCE TESTS
7. Acceptance tests provided for in the Contract shall, unlessotherwise agreed, be carried out at the place of
manufacture during normal working hours.
If the Contract does not specify the technical requirements,
the tests shall be carried out in accordance with generalpractice in the appropriate branch of industry concerned in
the country of manufacture.
8. The Supplier shall notify the Purchaser In Writing of theacceptance tests in sufficient time to permit the Purchaser
to be represented at the tests. If the Purchaser is not
represented, the test report shall be sent to the Purchaserand shall be accepted as accurate.
9. If the acceptance tests show the Product not to be inaccordance with the Contract, the Supplier shall without

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delay remedy any deficiencies in order to ensure that theProduct complies with the Contract. New tests shall thenbe carried out at the Purchaser's request, unless the
deficiency was insignificant.
10. The Supplier shall bear all costs for acceptance tests carriedout at the place of manufacture. The Purchaser shallhowever bear all travelling and living expenses for his
representatives in connection with such tests.

DELIVERY. PASSING OF RISK
11. Any agreed trade term shall be construed in accordancewith the INCOTERMS® in force at the formation of theContract.

15. If the Product is not delivered at the time for delivery, thePurchaser shall be entitled to liquidated damages from thedate on which delivery should have taken place.
The liquidated damages shall be payable at a rate of 0.5 percent of the Contract Price for each commenced week ofdelay. The liquidated damages shall not exceed 7.5 per centof the Contract Price.
If only part of the Product is delayed, the liquidated
damages shall be calculated on that part of the Contract
Price which is attributable to such part of the Product as
cannot in consequence of the delay be used as intended by
the parties.

If no trade term has been specifically agreed, the delivery
shall be Free Carrier (FCA) at the place of manufacture of
the Product.

The liquidated damages shall become due at thePurchaser's demand In Writing but not before delivery has
been completed or the Contract is terminated under Clause
16.

If, in the case of delivery Free Carrier, the Supplier, at therequest of the Purchaser, undertakes to send the Productto its destination, the risk will nevertheless pass to thePurchaser as soon as the Product is handed over to the firstcarrier.

The Purchaser shall forfeit his right to liquidated damages
if he has not lodged a claim In Writing for such damages
within six months after the time when delivery should havetaken place.

Partial delivery shall not be permitted, unless otherwise
agreed In Writing.

TIME FOR DELIVERY. DELAY
12. If the parties, instead of specifying the date for delivery,
have specified a period of time within which delivery shalltake place, such period shall start to run as soon as theContract is entered into and all agreed preconditions to be
met by the Purchaser have been fulfilled, such as official
formalities, payments due at the formation of the Contractand securities.
13. If the Supplier anticipates that he will not be able to deliver
the Product at the time for delivery, he shall forthwith
notify the Purchaser thereof In Writing, stating the reason
and, if possible, the time when delivery can be expected.
If the Supplier fails to give such notice, the Purchaser shallbe entitled to compensation for any additional costs which
he incurs and which he could have avoided had he received
such notice.
14. If delay in delivery is caused by any of the circumstances
mentioned in Clause 46, by an act or omission on the partof the Purchaser, including suspension under Clauses 22
and 49, or any other circumstances attributable to thePurchaser, the Supplier shall be entitled to extend the time
for delivery by a period which is necessary having regard to
all the circumstances of the case. This provision shall apply
regardless of whether the reason for the delay occurs
before or after the agreed time for delivery.

16. If the delay in delivery is such that the Purchaser is entitledto maximum liquidated damages under Clause 15 and if the
Product is still not delivered, the Purchaser may In Writing
demand delivery within a final reasonable period whichshall not be less than one week.
If the Supplier does not deliver within such final period andthis is not due to any circumstances which are attributable
to the Purchaser, then the Purchaser may by notice In
Writing to the Supplier terminate the Contract in respect ofsuch part of the Product as cannot in consequence of the
Supplier's failure to deliver be used as intended by theparties.
If the Purchaser terminates the Contract he shall be entitled
to compensation for the loss he suffers as a result of the
Supplier's delay, including any consequential and indirect
loss. The total compensation, including the liquidated
damages which are payable under Clause 15, shall not
exceed 15 per cent of that part of the Contract Price which
is attributable to the part of the Product in respect of which
the Contract is terminated.
The Purchaser shall also have the right to terminate theContract by notice In Writing to the Supplier, if it is clear
from the circumstances that there will occur a delay indelivery which, under Clause 15, would entitle thePurchaser to maximum liquidated damages. In case oftermination for this reason, the Purchaser shall be entitledto maximum liquidated damages and compensation under
the third paragraph of this clause.

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17. Liquidated damages under Clause 15 and termination of
the Contract with limited compensation under Clause 16
shall be the only remedies available to the Purchaser in caseof delay on the part of the Supplier. All other claims against
the Supplier based on such delay shall be excluded, except
where the Supplier has been guilty of Gross Negligence.
18. If the Purchaser anticipates that he will be unable to accept
delivery of the Product at the time for delivery, he shallforthwith notify the Supplier In Writing thereof, stating thereason and, if possible, the time when he will be able toaccept delivery.
If the Purchaser fails to accept delivery at the time fordelivery for a reason which is not attributable to the
Supplier, he shall nevertheless pay any part of the Contract
Price which becomes due at the time for delivery, as if
delivery had taken place at the time for delivery. The
Supplier shall arrange for storage of the Product at the risk
and expense of the Purchaser. The Supplier shall also, if thePurchaser so requires, insure the Product at the Purchaser's
expense.
19. Unless the Purchaser's failure to accept delivery is due toany of the circumstances mentioned in Clause 46, theSupplier may by notice In Writing require the Purchaser toaccept delivery within a final reasonable period.
If, for a reason which is not attributable to the Supplier andnot the result of any of the circumstances mentioned in
Clause 46, the Purchaser fails to accept delivery within such
period, the Supplier may by notice In Writing terminate theContract in whole or in part. The Supplier shall then be
entitled to compensation for the loss he suffers by reasonof the Purchaser's default, including any consequential andindirect loss. The compensation shall not exceed that partof the Contract Price which is attributable to that part of
the Product in respect of which the Contract is terminated.

PAYMENT
20. Payment shall be made within thirty days after the date of
invoice.
Unless otherwise agreed, the Contract Price shall be
invoiced with one third at the formation of the Contract andthe remaining part when the Product is delivered.
21. Whatever the means of payment used, payment shall not
be deemed to have been effected before the Supplier's
account has been irrevocably credited for the amount due.
22. If the Purchaser fails to pay by the stipulated date, theSupplier shall be entitled to interest from the day on which
payment was due and to compensation for recovery costs.
The rate of interest shall be as agreed between the parties

or otherwise 8 percentage points above the interest rate of
the European Central Bank for the main refinancing
operations (MRO). The compensation for recovery costs
shall be 1 per cent of the amount for which interest for latepayment becomes due.
In case of late payment or in case the Purchaser fails to givean agreed security by the stipulated date the Supplier may,after having notified the Purchaser In Writing, suspend his
performance of the Contract until he receives payment or,
where appropriate, until the Purchaser gives the agreed
security.
If the Purchaser has not paid the amount due within threemonths the Supplier shall be entitled to terminate theContract by notice In Writing to the Purchaser and, in
addition to the interest and compensation for recovery
costs according to this clause, to claim compensation forthe costs and loss he incurs, including indirect andconsequential loss.

RETENTION OF TITLE
23. The Product shall remain the property of the Supplier until
paid for in full to the extent that such retention of title isvalid under the relevant law.
The Purchaser shall at the request of the Supplier assist him
in taking any measures necessary to protect the Supplier's
title to the Product.
The retention of title shall not affect the passing of risk
under Clause 11.

LIABILITY FOR DEFECTS
24. The Product shall be in conformity with the Contract.
Pursuant to the provisions of this clause and Clauses 25-44,
the Supplier shall remedy any defect in or nonconformity of
the Product (hereinafter termed defect) resulting fromfaulty design, materials or workmanship.
25. The Supplier shall not be liable for defects arising out of adesign, materials or production methods provided,
stipulated or specified by the Purchaser.
26. The Supplier shall only be liable for defects which appear
under the conditions of operation provided for in theContract and under proper use of the Product.
27. The Supplier shall not be liable for defects caused bycircumstances which arise after the risk has passed to thePurchaser, e.g. defects due to faulty or incorrect
installation, maintenance or repair, or to any alteration,
carried out by the Purchaser or by a third party on behalf of
the Purchaser. The Supplier shall neither be liable fornormal wear and tear nor for deterioration.

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28. The Supplier's liability shall be limited to defects whichappear within a period of one year from delivery. If the useof the Product exceeds that which is agreed, this period
shall be reduced proportionately.
29. When a defect in a part of the Product has been remedied,
the Supplier shall be liable for defects in the repaired partor in the part in replacement under the same terms andconditions as those applicable to the original Product for aperiod of one year. For the remaining parts of the Product,
the period mentioned in Clause 28 shall be extended only
by a period equal to the period during which and to theextent that the Product could not be used as a result of thedefect.
The Supplier shall not be liable for defects in any part of the
Product for more than one year from the end of the liability
period referred to in Clause 28 or from the end of any otherliability period agreed upon by the parties.
30. The Purchaser shall without undue delay notify the
Supplier In Writing of any defect which appears. The notice
shall contain a description of the defect. Such notice shallunder no circumstances be given later than two weeks after
the expiry of the period given in Clause 28 or the extended
period(s) under Clause 29, where applicable.
If the Purchaser fails to notify the Supplier In Writing of adefect within the time limits set forth in the first paragraphof this clause, he shall lose his right to have the defectremedied and any other rights in respect of the defect.
Where the defect is such that it may cause damage, thePurchaser shall immediately notify the Supplier In Writing.
The Purchaser shall bear the risk of damage to the Productresulting from his failure so to notify. The Purchaser shalltake reasonable measures to minimise damage and shall inthat respect comply with instructions of the Supplier.
31. On receipt of the notice under Clause 30, the Supplier shallat his own cost remedy the defect without undue delay, as
stipulated in Clauses 24-44. The time for remedial work
shall be chosen in order not to interfere unnecessarily with
the Purchaser’s activities.
Remedial work shall be carried out at the place where theProduct is located unless the Supplier deems it more
appropriate that the Product is sent to him or a destination
specified by him.
If the defect can be remedied by replacement or repair of adefective part and if dismantling and re-installation of thepart do not require special knowledge, the Supplier may
demand that the defective part is sent to him or adestination specified by him. In such case the Supplier shallhave fulfilled his obligations in respect of the defect when

he delivers a duly repaired part or a part in replacement to
the Purchaser.
32. The Purchaser shall at his own expense provide access to
the Product and arrange for any intervention in equipment
other than the Product, to the extent that this is necessary
to remedy the defect.
33. Unless otherwise agreed, necessary transport of the
Product or parts thereof to and from the Supplier inconnection with the remedying of defects for which the
Supplier is liable shall be at the risk and expense of the
Supplier. The Purchaser shall follow the Supplier's
instructions regarding such transport.
34. Unless otherwise agreed, the Purchaser shall bear any
additional costs which the Supplier incurs for remedying
the defect caused by the Product being located in a place
other than the place specified in the Contract for putting
the Product into service, or if not specified, the place ofdelivery.
35. Defective parts which have been replaced shall be madeavailable to the Supplier and shall be his property.
36. If the Purchaser has given such notice as mentioned in
Clause 30 and no defect is found for which the Supplier isliable, the Supplier shall be entitled to compensation forthe costs he incurs as a result of the notice.
37. If the Supplier does not fulfil his obligations under Clause 31
or 43, the Purchaser may by notice In Writing fix a final
reasonable period for completion of the Supplier's
obligations, which shall not be less than one week.
If the Supplier fails to fulfil his obligations within such final
period, the Purchaser may himself undertake or employ athird party to undertake necessary remedial work at therisk and expense of the Supplier, provided the Purchaser or
third party does so in a professional manner.
Where successful remedial work has been undertaken by
the Purchaser or a third party, reimbursement by the
Supplier of reasonable costs incurred by the Purchaser shallbe in full settlement of the Supplier's liabilities for the said
defect.
38. Where the defect has not been successfully remedied, as
stipulated under Clause 37,a)the Purchaser shall be entitled to a reduction of theContract Price in proportion to the reduced value ofthe Product, provided that under no circumstances
shall such reduction exceed 15 per cent of the Contract
Price, or4
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b)where the defect is so substantial as to significantly
deprive the Purchaser of the benefit of the Contract asregards the Product or a substantial part of it, thePurchaser may terminate the Contract by notice In
Writing to the Supplier in respect of such part of the
Product as cannot in consequence of the defect beused as intended by the parties. The Purchaser shallthen be entitled to compensation for any loss,
including any consequential and indirect loss, up to a
maximum of 15 per cent of that part of the Contract
Price which is attributable to the part of the Product inrespect of which the Contract is terminated.

39. Save as stipulated in Clauses 24-38, the Supplier shall not
be liable for defects. In consequence, the Supplier shall not
be liable for any other loss the defect may cause, including
loss of production, loss of profit and other indirect loss. This
limitation of the Supplier's liability shall not apply if he has
been guilty of Gross Negligence.

LIABILITY FOR INFRINGEMENT OFINTELLECTUAL PROPERTY RIGHTS
40. Unless otherwise agreed, the Supplier shall, in accordancewith this clause and Clauses 41 - 44 be liable towards thePurchaser for the Product infringing patents, copyrights or
any other intellectual property rights of a third party in thePurchaser’s country. The Supplier shall in such caseindemnify the Purchaser and hold the Purchaser harmlessagainst claims of third parties, provided that such claims
are confirmed as valid by a final award or a settlement
approved by the Supplier. The Supplier shall however not
be liable for the Purchaser’s loss of production, loss of
profit, loss of use and loss of contracts, unless the Supplierhas been guilty of Gross Negligence.
41. The Supplier shall have no liability for infringement ofintellectual property rights arising out of:−

the Product being used elsewhere than in thePurchaser’s country;−

the Product being used otherwise than agreed or in a
way the Supplier could not have foreseen;−

the Product being used together with equipment orsoftware not supplied by the Supplier, or−a design or construction stipulated or specified by the
Purchaser.

42. The Supplier shall only be liable if the Purchaser notifies the
Supplier In Writing without delay of any claim as referred toin Clause 40 which he receives and allows the Supplier todecide how the claim shall be dealt with.

Defence against claims referred to in Clause 40 shall be for
the Supplier’s account. The Supplier shall compensate thePurchaser for any amounts the latter is obliged to pay
under a final award or a settlement approved by the
Supplier.
43. Infringement of intellectual property rights shall, at theSupplier’s discretion, be remedied by:−providing the right for the Purchaser to use theProduct,−

adjusting the Product so that the infringement ceases,or−by replacing the Product with another product, which
can be used without infringing applicable intellectual
property rights.

44. If the Supplier fails to remedy the infringement inaccordance with Clause 43 without undue delay, Clauses 37,
38 and 39 shall apply.

ALLOCATION OF LIABILITY FOR DAMAGE
CAUSED BY THE PRODUCT
45. The Supplier shall not be liable for any damage to property
caused by the Product after it has been delivered and whilst
it is in the possession of the Purchaser. Nor shall the
Supplier be liable for any damage to products
manufactured by the Purchaser or to products of which thePurchaser's products form a part.
If the Supplier incurs liability towards any third party forsuch damage to property as described in the preceding
paragraph, the Purchaser shall indemnify, defend and holdthe Supplier harmless.
If a claim for damage as described in this clause is lodged
by a third party against one of the parties, the latter party
shall forthwith inform the other party thereof In Writing.
The Supplier and the Purchaser shall be mutually obliged to
let themselves be summoned to the court or arbitral
tribunal examining claims for damages lodged against oneof them on the basis of damage allegedly caused by the
Product. The liability between the Supplier and thePurchaser shall however be settled in accordance with
Clause 51.
The limitation of the Supplier's liability in the firstparagraph of this clause shall not apply where the Supplierhas been guilty of Gross Negligence.

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FORCE MAJEURE
46. Either party shall be entitled to suspend performance of his
obligations under the Contract to the extent that such
performance is impeded or made unreasonably onerous byforce majeure, meaning any of the following
circumstances: industrial disputes and any circumstancebeyond the control of the parties such as fire, war,
extensive military mobilization, insurrection, requisition,
seizure, embargo, restrictions in the use of power, currency
and import or export restrictions, epidemics, natural
disasters, extreme natural events, terrorist acts and defects
or delays in deliveries by sub-contractors caused by any
such circumstance referred to in this clause.
A circumstance referred to in this clause whether occurring
prior to or after the formation of the Contract shall give aright to suspension only if its effect on the performance of
the Contract could not be foreseen at the time of theformation of the Contract.
47. The party claiming to be affected by force majeure shallnotify the other party In Writing without delay on theintervention and on the cessation of such circumstance. If aparty fails to give such notice, the other party shall beentitled to compensation for any additional costs which heincurs and which he could have avoided had he received
such notice.
If force majeure prevents the Purchaser from fulfilling his
obligations, he shall compensate the Supplier for costs
which the Supplier incurs in storing, securing andprotecting the Product and avoiding unreasonableinterference with his other activities.

48. Regardless of what might otherwise follow from these
General Conditions, either party shall be entitled toterminate the Contract by notice In Writing to the otherparty if performance of the Contract is suspended under
Clause 46 for more than six months.

ANTICIPATED NON-PERFORMANCE
49. Each party shall be entitled to suspend the performance of
his obligations under the Contract, where it is clear fromthe circumstances that the other party is not going toperform his obligations. A party suspending his
performance of the Contract shall forthwith notify theother party thereof In Writing.

CONSEQUENTIAL LOSSES
50. Save as otherwise stated in these General Conditions or incase of Gross Negligence there shall be no liability for either
party towards the other party for loss of production, loss of
profit, loss of use, loss of contracts and for any otherconsequential or indirect loss whatsoever, whether the loss
was foreseeable or not.

DISPUTES AND APPLICABLE LAW
51. All disputes arising out of or in connection with theContract shall be finally settled under the Rules ofArbitration of the International Chamber of Commerce by
one or more arbitrators appointed in accordance with thesaid Rules.
52. The Contract shall be governed by the substantive law of
the Supplier's country.

Orgalim represents Europe’s technology industries, comprised of 770,000 innovative companies spanning the mechanical engineering, electricalengineering, electronics, ICT and metal technology branches. Together they represent the EU’s largest manufacturing sector, generating annual
turnover of over €2,480 billion, manufacturing one-third of all European exports and providing 10.97 million direct jobs. Orgalim is registered under theEuropean Union Transparency Register – ID number: 20210641335-88.
Editeur responsable: Orgalim aisbl. All rights reserved © Orgalim - Europe’s Technology Industries.
Orgalim aisbl
BluePoint Brussels
Boulevard A Reyers 80
B1030 | Brussels | Belgium+32 2 206 68 66
legal.publications@orgalim.eu
www.orgalim.eu
VAT BE 0414 341 438

6
Licensed for electronic use by Extrude Hone GmbH; Licence N° 01/12/06 Orgalim

Annex Orgalim S 2022

Appendix attached to the Orgalim General Conditions S 2022
regarding the application of German law
October 2022
Where the Contract is governed by German Law (cf. Clause 52 of the Orgalim Conditions S 2022), the present amendment shallapply jointly with the Orgalim Conditions to pay due regard to the provisions of the German Civil Code BGB concerning standard
business conditions.
Furthermore, it should be noted that the Orgalim Conditions S 2022 (cf. Clause 52) may lead to the application of the UN
Convention on Contracts for the International Sale of Goods (CSIG). If this is not the intention of the Parties, a stipulation to thecontrary will have to be expressly mentioned and agreed upon.
regarding Clause 8 second sentence (to be replaced by the following):“If the Purchaser is not represented through his own fault, the test report shall be sent to the Purchaser and shall be accepted as
accurate.”regarding Clause 15, para 5:
is deleted
regarding Clause 17 second sentence (to be replaced by the following):“All other claims against the Supplier based on such delay shall be excluded, except where the Supplier has been guilty of a negligent
breach of a fundamental condition of the contract (“wesentliche Vertragspflicht”), intent or Gross Negligence.”
regarding Clause 28 (amendment):“Claims for reimbursement of expenses of the Purchaser pursuant to Sec. 445a BGB (recourse of the seller) also become statute barred
one year after the beginning of the statutory limitation period, provided that the last contract in the supply chain is not for sale ofconsumer goods. Suspension of the statute of limitations under Sec. 445b (2) BGB remains unaffected; it shall end, at the latest, five
years after the point in time when the Supplier delivered the item to the Purchaser.”regarding Clause 31, para 3 second sentence:is deleted
regarding Clause 38 b (amendment):“The limitation of the Supplier's liability shall not apply if he has been guilty of intent, Gross Negligence or if the Supplier negligently
causes damage to life, body or health.
Furthermore, the limitation of liability shall not apply in cases of negligent breach of a fundamental condition of contract("wesentliche Vertragspflicht"). In the case of a slightly negligent breach, the Supplier shall be liable only for reasonably foreseeabledamage which is intrinsic to the contract.
The said limitation of liability shall also be inapplicable in cases of strict liability under the Product Liability Act("Produkthaftungsgesetz"), for defects of the Product causing death or personal injury, or damage to items of property used privately.
Furthermore, the said limitation of liability shall not apply in cases of defects the Supplier has fraudulently concealed or whose
absence he has guaranteed."

Licensed for electronic use by Extrude Hone GmbH; Licence N° 01/12/06 Orgalim

regarding Clause 39 (to be replaced by the following):“Save as stipulated in Clauses 24-38, the Supplier shall not be liable for defects. This applies to any loss the defect may cause including
loss of production, loss of profit and other indirect loss. The limitation of the Supplier's liability shall not apply if he has been guilty ofintent, Gross Negligence or if the Supplier negligently causes damage to life, body or health.
Furthermore, the limitation of liability shall not apply in cases of negligent breach of a fundamental condition of contract("wesentliche Vertragspflicht"). In the case of a slightly negligent breach, the Supplier shall be liable only for reasonably foreseeabledamage which is intrinsic to the contract.
The said limitation of liability shall also be inapplicable in cases of strict liability under the Product Liability Act("Produkthaftungsgesetz"), for defects of the Product causing death or personal injury, or damage to items of property used privately.
Furthermore, the said limitation of liability shall not apply in cases of defects the Supplier has fraudulently concealed or whose
absence he has guaranteed."regarding Clause 40, last sentence (to be replaced by the following):“The Supplier shall however not be liable for the Purchaser’s loss of production, loss of profit, loss of use and loss of contract.
The exclusion of the Supplier's liability shall not apply if he has been guilty of intent, Gross Negligence or if the Supplier negligently
causes damage to life, body or health. Furthermore, it shall not apply in cases of negligent breach of a fundamental condition ofcontract ("wesentliche Vertragspflicht"). In the case of a slightly negligent breach of a fundamental condition of contract, the Suppliershall, however, be liable only for reasonably foreseeable damage which is intrinsic to the contract.
The exclusion of liability shall also be inapplicable in cases of strict liability under the Product Liability Act ("Produkthaftungsgesetz")for defects of the Product causing death or personal injury, or damage to items of property used privately. Furthermore, it shall not
apply in cases of damage attributable to fraudulent concealment or under a specific guarantee granted.”regarding Clause 45:
is deleted
regarding Clause 50 (amendment):“The exclusion of the Supplier's liability shall not apply if he has been guilty of intent, Gross Negligence or if the Supplier negligently
causes damage to life, body or health. Furthermore, it shall not apply in cases of negligent breach of a fundamental condition ofcontract ("wesentliche Vertragspflicht"). In the case of a slightly negligent breach of a fundamental condition of contract, the Suppliershall, however, be liable only for reasonably foreseeable damage which is intrinsic to the contract.
The exclusion of liability shall also be inapplicable in cases of strict liability under the Product Liability Act ("Produkthaftungsgesetz")for defects of the Product causing death or personal injury, or damage to items of property used privately. Furthermore, it shall not
apply in cases of damage attributable to fraudulent concealment or under a specific guarantee granted.”Orgalim represents Europe’s technology industries, comprised of 770,000 innovative companies spanning the mechanical engineering, electricalengineering, electronics, ICT and metal technology branches. Together they represent the EU’s largest manufacturing sector, generating annual
turnover of over €2,480 billion, manufacturing one-third of all European exports and providing 10.97 million direct jobs. Orgalim is registered under theEuropean Union Transparency Register – ID number: 20210641335-88.
Editeur responsable: Orgalim aisbl. All rights reserved © Orgalim - Europe’s Technology Industries.
Orgalim aisbl
BluePoint Brussels
Boulevard A Reyers 80
B1030 | Brussels | Belgium+32 2 206 68 66
legal.publications@orgalim.eu
www.orgalim.eu
VAT BE 0414 341 438

2
Licensed for electronic use by Extrude Hone GmbH; Licence N° 01/12/06 Orgalim