Forbo Siegling GmbH’s Fitting Conditions (Addendum to the General Conditions of Sale)
Clause 1 – Scope of the Fitting Conditions
1.1	These Fitting Conditions apply to all business between
Forbo Siegling GmbH and its affiliated companies(“Forbo”) pursuant to article 15 of AktG [the German
Stock Corporations Act] and the customer, who is nota consumer, as defined in article 13 BGB [German Civil
Code], even if these Fitting Conditions are not referred
to or explicitly included as part of subsequent contracts.
If the customer has additional terms and conditions thatconflict with, supplement or depart from these Fitting
Conditions, the customer’s terms and conditions will
not become part of the contract unless Forbo expressly
agrees to this in writing. These Fitting Conditions will
also apply if Forbo renders Services without reservation
although it is aware of different or conflicting conditions.
Products are shipped based on the General Conditionsof Sale (which can be downloaded at forbo-siegling.
com).
	These Fitting Conditions govern the following services
and activities in particular: Repairs, fitting and removalof conveyor belts and/or power transmission belts, carrying out measurements, cleaning and other comparable services. Servicing and maintenance work are notcovered by these Fitting Conditions. All services andactivities covered by these Fitting Conditions are called
Services and any objects and materials required to render the Services are called Service Equipment. Fitting ispart of Services carried out. All fitters, representatives oragents working for Forbo are called Employees, regardless of whether they are employed by Forbo or not. A
senior Employee is called a Fitting Supervisor.
1.2	Any framework agreements signed between Forbo andthe customer take precedence. Such framework agreements will be supplemented by these Fitting Conditions,
unless any other special regulations have been made.

Clause 2 – Quotes and conclusion of contracts
2.1	Forbo’s quotes and cost estimates are subject to change
and non-binding unless otherwise categorically specified.
2.2	The contract comes into force once Forbo submits aquote and the customer accepts the quote without
reservation. If the customer issues a quote, Forbo must
accept the quote in writing or by e-mail (“Order Confirmation”) for the contract to come into force. Any Order
Confirmation drawn up automatically, but where a signature or name is not given, is deemed to be in writing. Should there be obvious errors, spelling mistakes
or miscalculations in the quote or Order Confirmation,
Forbo considers such quotes or Order Confirmations to
be non-binding. However, a contract under these Fitting
Conditions comes into force as soon as Forbo starts performing the Services at the latest.
2.3	Forbo will abide by the cost estimates for three weeks
after their submission. If an order is placed following thecost estimate, any expenses for the cost estimate will be
offset against the final invoice.

Clause 3 – Scope of Services
3.1	Unless otherwise agreed, the performance of Services
owed by Forbo is to fit the products it has delivered. The
exact details of the Services to be provided by Forbo arestated either in Forbo’s quote or the Order Confirmationas specified in clause 2.2.
3.2	Disassembly of machines or parts thereof, cleaning andother preparatory work, reassembly of machines after
completion of the Services agreed by contract and operating the machines during trial runs are not includedin the Services provided, but can be agreed separately
in individual contracts.
3.3	The customer must notify Forbo in writing of any changes in the way the Services are carried out (juncture, duration, scope etc.) compared with agreements previously
made and Forbo’s consent to such changes is required.

Clause 4 – Prices and payment
4.1	Services will be billed depending on the time taken, unless a flat rate or other form of remuneration has been
specifically agreed. In this case, the invoice will bebased on appropriate and customary remuneration for
the time taken in each case, unless otherwise specified.
Should billing between the parties have taken place inthe past, the calculation of the remuneration owing willbased on this. Travelling and waiting times are considered working hours.
4.2	The price agreed is in EUROS. The prices agreed are net,without VAT, which must be paid on top.
4.3	Once the Services have been performed, or on a daily
basis if several days are required, the customer must certify the hours the Employee has taken and that the work
has been completed on the fitting report the Employee
presents to the customer. Forbo’s invoicing is based on
the information the Employee provides.

4.4	Forbo reserves the right to raise prices four months after
conclusion of contract if costs increase subsequently, inparticular due to collective wage agreements, or rises in
the prices of materials that are outside Forbo’s control.
4.5	The costs of the fitting job are due after acceptance andon receipt of the invoice. Payments must be made onto
Forbo’s account without deduction. The statutory rules
concerning payment default apply.
4.6	A payment is deemed to have been made once it is on
Forbo’s account.
4.7	If a payment deadline is exceeded, Forbo is entitled tocharge default interest of 9 percentage points above thebase rate (article 247 BGB – German Civil Code). Forbo reserves the right to claim further damages. In this respect,
Forbo has the right to demand a flat rate of EUR 40.00 in
the event of a default in payment, which will be offset
against any damages owed.
4.8 Forbo Employees are not entitled to receive payments.
4.9	The customer is only entitled to rights of set-off and retention if his or her counterclaim has been establishedby due legal process, recognised by Forbo or is undisputed. The customer may only exercise a right of retention, if
his or her counterclaim is based on the same contractual
relationship. Forbo may withhold the Services owed tothe customer due to its own entitlements – including
conditional or temporary entitlements – even if these
are not based on the same legal relationship.

Clause 5 – Fitting period and delays
5.1	Both binding and non-binding dates for fitting jobs canbe agreed.
5.2	If compliance with a binding fitting deadline has been
agreed, the deadline is deemed to have been compliedwith if the customer can carry out a trial run by the timethe deadline expires.
5.3	If failure to comply with the fitting deadline is due tocircumstances beyond the control of Forbo or its Employees, the fitting deadline will be extended. This also
applies if Forbo should be delayed in providing the Services. The customer must meet any costs incurred due toa delay in providing the Services, for which Forbo is not
responsible, in particular for waiting times or extra travel
required of the Employees.

Clause 6 – Duty of cooperation by the customer
6.1	If necessary, the customer must assist Forbo appropriately in carrying out the Services owed by contract.
6.2	Forbo has the right to appoint subcontractors to fulfil
this contract. The customer has an equal duty of cooperation in this case too.
6.3	In order to perform the Services, the customer must provide Forbo Employees with access to the site where thefitting job is carried out, to the object to be fitted and allother areas. The customer must carry out all preparatory
work and perform all duties of cooperation described
below in a timely manner so that Forbo Employees canstart the fitting job without hindrance as soon as they
arrive on the customer’s premises and can complete thejob without delay. In particular, the customer must furnish all the information required for Forbo to provide theServices in time and, if necessary, assist with communications between Forbo and third parties (partners).
6.4	If necessary, the customer must provide any assistants
required by Forbo, insure such assistants as demanded
by statute, meet the costs for such assistants and comply with any other duties of cooperation. The customer
must ensure that the assistants follow instructions given
by Forbo’s Fitting Supervisor. Forbo accepts no liability
for the assistants. Forbo accepts liability, to the extent
stated in clause 10, for any defects or damage caused by
the assistants based on instructions by the Fitting Supervisor.
6.5	The customer ensures that Forbo Employees are not exposed to safety and health risks as a result of performing
the Services. Before performing the Services, Forbo, in
other words the Fitting Supervisor on site, must be notified of any safety regulations that Forbo’s Employees
need to comply with on the premises. This applies in particular to any protective equipment or other safety measures required. Should the customer not comply with hisor her responsibility, Forbo is entitled to refuse to carryout or terminate the Services performed; the customer
is still obliged to provide remuneration nevertheless. In
particular, the customer must take requisite precautions
to protect people and property on site. The customer
must carry out safety briefings to Forbo Employees andinform Forbo of any violations by the fitting personnel ofthe safety regulations.
6.6	The customer must provide the required equipment(hoisting platforms, fork-lift trucks, scaffolding etc.), as
well as an electricity supply, lighting, water and heating.
6.7	The customer will carry out an agreed trial run in thepresence of the Forbo’s Fitting Supervisor.

Published: March 2021

6.8	The customer must obtain all permits required, e.g., forworking on Sundays or public holidays.
6.9	If the customer has a duty to cooperate, such duty is an
obligation to provide advance performance.

Clause 7 – Acceptance and bearing of risk
7.1	The customer must provide acceptance of the Services
carried out as soon as he or she has been notified that
the Services have been performed and – if agreed bycontract – a trial run has been carried out.
7.2	If the customer does not provide acceptance of the Services, Forbo has recourse to its statutory rights. If there
is no substantial defect, the customer cannot refuse acceptance of the Services. Acceptance is deemed to havebeen given if, after notification in writing that the Services have been completed and acceptance is required, thecustomer does not provide acceptance of the Services
carried out within twelve (12) days, unless the parties
have agreed a different deadline, or if the customer has
already made use of the result of the Services provided.
7.3	If the Services cannot be rendered or cannot be renderedin full for reasons beyond Forbo’s control, the customer
will compensate Forbo for any services already rendered
and for any expenses incurred.
7.4	If the customer gives acceptance of a defective object
on which Services have been performed despite being
aware of the defect, he or she will only be entitled to thestatutory warranty rights if he or she has reserved his or
her rights on account of the defect when acceptancewas given.

Clause 8 – Right of lien
8.1	Where receivables are owed by contract, Forbo is entitled to a lien on the objects that have come into its possession on the basis of the contract.

Clause 9 – Retention of title
9.1	The items fitted will remain Forbo’s property until they
have been paid for in full, if they were previously Forbo’s
property.
9.2	The customer must treat such items subject to retentionof title (“Items Subject to Retention of Title”) with carefor the period of the retention of title. In particular, thecustomer must meet the costs for adequately insuring
such items against fire, water and theft for the value it
would cost to replace them. The customer assigns all entitlements for compensation arising from this insurance
cover to Forbo. Forbo accepts such assignment. Should
an assignment not be permissible, the customer must
instruct his or her insurer irrevocably to only make any
payments to Forbo. Further entitlements on the part ofForbo are without prejudice. On request, the customer
must prove to Forbo that an insurance policy has beenpurchased.
9.3	If items in conjunction with the Services furnished are
combined with other items that do not belong to Forboand form one single item, Forbo obtains co-ownershipof such single item proportionate to the value of theitems provided in conjunction with the Services to theother items (final amount on the invoice including VAT)
at the time all the items were combined. If the items provided during performance of the Services are combinedwith other items in such a way that the customer’s item
is to be regarded as the main item, the customer assigns
proportionate co-ownership of the item to Forbo, which
Forbo is to accept.
9.4	The customer is entitled to sell the items on which theServices have been carried out in the ordinary course ofbusiness until such entitlement is revoked. The customer
is not entitled to pledge the items on which the Services
have been carried out, to assign them by way of security
or to make any other dispositions that put Forbo’s property at risk. In the event of seizure or other interventions
by third parties, the customer will notify Forbo in writing without delay and provide all necessary information,
inform the third party of Forbo’s ownership rights andcooperate in any action taken by Forbo to protect theitems on which the Services have been carried out andwhich are subject to retention of title.
9.5	The customer assigns any receivables from the resale ofthe items upon which the Services have been carried out
as stated on the relevant invoice including VAT and allancillary rights to Forbo. Forbo accepts such assignment.
9.6	Until such authorisation is revoked, the customer may
collect the receivables assigned to Forbo in trust for
Forbo in its own name without prejudice to Forbo’s rightto collect such receivables itself. However, Forbo will notcollect the receivables itself or revoke the direct debit
mandate as long as the customer meets his or her payment obligations.
9.7	Forbo can revoke the customer’s right to resell the aforementioned items, as well as the direct debit mandate, if
the customer fails to properly meet his or her payment
obligations to Forbo, defaults in payment, suspends
payments or if insolvency proceedings are instigatedagainst the customer’s assets.

Forbo Siegling GmbH’s Fitting Conditions (Addendum to the General Conditions of Sale)
9.8	At the customer’s request, Forbo must release existing
collateral to the extent that the realisable value of thecollateral, taking into account customary bank valuation
discounts, exceeds Forbo’s receivables arising from thebusiness relationship with the customer by more than
10%. Forbo can choose the collateral to be released.
9.9	Where performance of the Services is provided in otherjurisdictions in which the retention of title provision inclause 9 is not legal, the customer gives Forbo an appropriate right to collateral. If further measures are required
for such purpose, the customer will do everything possible to grant Forbo such a right to collateral without delay.
The customer will cooperate with all measures necessary
and conducive to the effectiveness and enforceability ofsuch collateral rights.

Clause 10 – Entitlements due to defects
10.1	
The customer’s rights regarding defects require thecustomer to notify Forbo in writing without delay of
any obvious defects when performance of the Services
is ­accepted. The customer must notify Forbo without
delay and in writing of any hidden defects as soon asthese are discovered. Should the customer fail to report
defects in the customary manner, Forbo has no obligation to accept liability for such defects. If possible, thecustomer should include photos of the defects whenthese are reported in writing to Forbo.
10.2	If there are no justified grounds for reporting a defect,
Forbo is entitled to demand reimbursement of the expenses incurred while investigating the defect from thecustomer, unless the customer can prove a lack of culpability in this respect.
10.3	Should, pursuant to clause 1.2, defective performanceof the Services occur, Forbo may use its own discretion
to remedy the defect or provide performance free of defects.
10.4	Entitlements arising from defects are not incurred in thefollowing cases:
10.4.1 Natural wear and tear;
10.4.2	Defects that occur after the transfer of risk as aresult of improper handling (for example, not following operating instructions), improper storage
or excessive use;
10.4.3	Defects that occur due to force majeure, exceptional external factors not factored into the contract, or because the items provided as part ofperformance of the Services were not used in acustomary way or as specified by contract.
10.5	Forbo is entitled, by law, to refuse to provide subsequent
performance of the Services. Should Forbo refuse toprovide subsequent performance, or should such performance be unsuccessful or not be reasonable to thecustomer, the customer is entitled to a reduction (in the
remuneration). The customer can only withdraw fromthe contract if it can be proved that performance of theServices is of no interest to the customer despite thereduction in the remuneration. Entitlements to subsequent performance are ruled out in the case of nonconformities that are minor or deemed reasonable for thecustomer.
10.6	The customer is not entitled to remedy the defect, or
appoint other third parties to do so, and demand that
Forbo meets the relevant costs incurred.
10.7	The customer has no entitlements to rights arising fromdefects, if, without Forbo’s consent, it interferes with or
makes changes to items upon which the Services havebeen rendered, unless the customer can prove that thedefects were not caused by such interference or changes.
10.8	The statute of limitations for entitlements due to defects
is one year from the regulation concerned on acceptance of these Fitting Conditions pursuant to clauses 7.1
and 7.2, unless the defect was fraudulently concealed.
The statute of limitations also starts if the customer
defaults on acceptance. Such statute of limitations also
applies to entitlements in tort based on a defect in performance of the Services.

Clause 11 – Liability for damages and reimbursementof expenses
11.1	Forbo is liable for damage caused or poor performanceit or its legal representatives or agents have provided
wilfully or due to gross negligence. Liability will arise ifmaterial obligations, essential for the proper executionof the contract, are breached and which the customer
has relied on and could also be expected to rely on andwhich jeopardise the achievement of the contract’s purpose (key contractual duties) if these are culpably not
fulfilled, or if a guarantee of a particular specification
has been given, or if lives are lost, or physical injuries orharm to health have occurred, even in the case of ordinary negligence.

11.2	In the case of an infringement due to ordinary negligence of the key contractual duties stated in clause 11.1,
Forbo’s liability is limited to the predictable, averageloss typical for the type of performance of the Services.
This also applies to infringements due to ordinary negligence on the part of Forbo’s legal representatives andagents.
11.3	Subject to the provisions of clauses 11.1 and 11.2, Forbo
is not liable for any damage resulting from the use of defective products provided or specified by the customer.
11.4	Forbo is only liable for damage resulting from a delay inperformance of the Services in the case of intent or grossnegligence without prejudice to the customer’s otherrights in the event of default.
11.5	E xcept in the case of intent and gross negligence, Forbo
is not liable for consequential damages and indirect
damage, such as additional expenses, lost profits or savings that have failed to materialise.
11.6	Should it be liable for ordinary negligence, Forbo’s obligation to pay compensation for damage to property
and any further resulting financial losses is limited to
the l­iability insurance cover to be taken out by Forbo foreach claim, even if a breach of material contractual obligations has occurred.
11.7	Forbo is not liable for damage resulting from the customer not complying with duties of cooperation. Should
Forbo incur losses due to the customer not complying
with duties of cooperation, the customer must reimburse Forbo for such losses.

Clause 12 – Property rights/copyrights/confidentiality
12.1	Forbo retains all rights to patents, utility models and registered designs, trademarks, equipment and other industrial property rights as well as copyrights to the Services.
Such rights also include product names, software andrights to names and official identification marks.
12.2	The customer must maintain secrecy regarding all information received from Forbo, and which is specified
as being confidential or clearly concerns business ortrade secrets, for a period of two years after acceptanceor equivalent implied acceptance of the Services performed and to neither record nor disclose nor exploit
such information.

Clause 13 – Force majeure13.1	If Forbo is prevented from fulfilling its contractual obligations, in particular from providing the Services, due toforce majeure pursuant to clause 13.2, Forbo’s duty toprovide the Services will be waived for the duration of
the impediment as well as a reasonable preparatory period, without being obliged to compensate the customer for damages. The same will apply if the performanceof Forbo’s obligations is made unreasonably difficult or
temporarily impossible due to unforeseeable circumstances beyond its control, in particular due to measuresby regulatory bodies (irrespective of the legality), energy shortages, lack of means of transport, power failures,
failure of telecommunication connections or significant
operational disruptions.
13.2	
Force majeure is considered any extraordinary, unpredictable events beyond the control of the parties
to the contract, such as, in particular, natural disasters,
pandemics, epidemics, terrorist attacks, political unrest,
blockades, sabotage, embargos, strikes, lock-outs andother industrial disputes.
13.3	Forbo will notify the customers about the events concerned in a timely manner.
13.4	Forbo is entitled to withdraw from the contract if such an
impediment, as stated in clause 13.1, lasts more than twomonths and it is no longer in Forbo’s interest, due to theimpediment, to fulfil the contract. At the customer’s request, Forbo must state, once the deadline has elapsed,
whether it will make use of its right of withdrawal fromthe contract.

Clause 14 – Applicable law, venue and place ofperformance
14.1	German law, under the exclusion of the UN Convention
on Contracts for International Sale of Goods (CISG), will
apply. The contract’s language is German.
14.2	Forbo’s place of business in Hanover, Germany, is the exclusive – also international – venue for all disputes arising directly or indirectly from this contractual relationship. However, Forbo is also entitled to sue the customer
at the customer’s venue or at any other permissible
venue.
14.3	The place of performance for any performance renderedby the customer and Forbo is Forbo’s registered officein Hanover, Germany, unless the specific nature of theperformance indicates otherwise.

Published: March 2021

Clause 15 – The written form
15.1	Collateral contracts are only valid if made in writing.
Amendments and/or supplements must be made inwriting. This also applies to any waiver of this requirement for the written form.

Clause 16 – Severability clause	Any provision in these Fitting Conditions, or any provision in other agreements made between Forbo and thecustomer, that is in breach of statutory regulations inwhole or in part, or becomes void or unenforceable forany other reason, will not prejudice the validity of theremaining conditions or agreements. Forbo and the customer must replace such provision with a provision thatapproximates the intention of the parties to the contract
in commercial terms as closely as possible at the time thecontract was concluded. The same applies should a provision be lacking.