General Terms and Conditions of Sale and Delivery
Interroll Fördertechnik GmbH1.

Scope / Differing terms and conditions of the customer

1.1

These General Terms and Conditions of Sale and Delivery
apply exclusively to companies within the meaning of Section
14 BGB [German Civil Code] (hereinafter referred to as “customer”) i.e. natural persons or legal entities that are performing
their commercial or independent professional activities whenconcluding a legal transaction.

1.2

1.3

2.6

We shall retain title and copyrights to illustrations, drawings,
indications of weight and dimension, performance and otherproperty specifications, estimates of cost and other documents
about our products and services. The customer undertakes not
to make the documents specified in the foregoing sentence accessible to third parties unless we give our express written consent.

3.
These General Terms and Conditions shall apply exclusively to
our business relations with our customers, also with respect toinformation and advice. Where our General Terms and Condi- 3.1
tions are implemented in business with a customer, they shallalso apply to all further business relations between the customer and ourselves unless otherwise expressly agreed in writing.
Differing terms and conditions of the customer are expressly re- 3.2
jected. They shall only apply if and to the extent expressly
acknowledged by us in writing. Our silence regarding such differing general terms and conditions shall not be deemed in particular to be acknowledgement or consent, and this shall also
apply to future contracts.
3.3
Our General Terms and Conditions shall apply in place of any
general terms and conditions of the customer, also where suchgeneral terms and conditions stipulate that acceptance of anorder is deemed to be the unconditional acknowledgement of
the general terms and conditions, or where we deliver, after thecustomer has indicated the validity of its general terms andconditions, unless we have expressly waived the validity of ourGeneral Terms and Conditions in writing. By accepting our order confirmation, the customer expressly acknowledges that it
waives its legal objection derived from the general terms and 3.4
conditions.

Product samples, samples, customised products, assumption of costs

1.4

If general contracts have been concluded by the parties, theseshall take precedence. They shall be supplemented by these
General Terms and Conditions unless more specific provisions
are agreed.

2.

Information, properties of the products

2.1

Information and explanations regarding our products shall be 4.1
provided solely on the basis of our experience to date.

2.2

Reference to standards, similar technical regulations and technical information, descriptions and illustrations of the delivery
item in quotations and brochures and in our advertising shall
only represent information about a property of our products if
we have expressly declared the quality to be a “property of the
product”. These are otherwise non-binding, general specifica- 4.2
tions of performance.

4.

2.3

We shall only be deemed to have given a guarantee if we have 4.3
designated a property and/or the outcome of performance inwriting as “guaranteed by law”.

2.4

Basic data for the manufacture of the products provided to us
by the customer i.e. the values and specifications stated by thecustomer shall be the basis, if this is possible in technical andproduction terms, on which we manufacture the products and 4.4
we shall attempt to achieve them as closely as possible.

2.5

We shall assume no liability that our products can be used forthe customer’s intended purpose other than liability prescribedby law unless we have agreed otherwise in writing with the customer.

Page 1 of 7

Properties of our test versions, sample specimens or samples
shall only become an integral part of the contract if expressly
agreed in writing.
If agreed, we shall make test versions, sample specimens resp.
samples of the ordered products available to the customer prior
to manufacturing all the products. We shall only subsequently
manufacture all the ordered products after inspection andconfirmation by the customer.
The customer shall not have the right to exploit and pass on
test versions, sample specimens resp. samples. We shall retain
title to our test versions, sample specimens resp. samples unless a purchase was expressly agreed, and they may be neither
exploited nor made accessible to third parties without our written consent. All copyrights, design rights and utility model rights
to test versions, sample specimens resp. samples shall remain
with the holders of the rights despite them being provided to thecustomer.
If we have to deliver according to data or samples of the customer, the customer shall assume responsibility towards us thatthe products manufactured according to his data or samples do
not infringe rights of third parties, in particular industrial property
rights. If third parties assert claims against us, the customer
shall indemnify us against such claims.
Conclusion of contracts, Scope of delivery, Procurement
risk, Guarantee, AcceptanceOur quotations are subject to change unless they are expressly
designated as binding or contain binding commitments. They
are only requests to customers for orders. A contract shall becreated, also in day-to-day business, only when we confirm thecustomer's order in writing or text form (i.e. also by telefax oremail). Where delivery is made immediately, our confirmation
can be replaced by our invoice.
Our order confirmation shall be binding for the subject matter ofthe delivery contract.
All agreements, collateral agreements, warranties and amendments of contracts shall only be valid when given in writing.
This shall also apply to any waiver of the written form itself.
Verbal amendments or modifications of contracts shall be invalid. This shall not affect the precedence of an individual agreement (Section 305 b BGB).
In the event of call orders or delays in acceptance caused by
the customer, we shall have the right to procure the material forthe complete order and to manufacture the entire order quantity
immediately. After the order is placed, any change requests by
the customer can, therefore, no longer be considered unless
this has been expressly agreed in writing.

General Terms and Conditions of Sale and Delivery
Interroll Fördertechnik GmbH
4.5

The customer shall notify us in writing and in due time prior toconclusion of the contract of any special requirements of our
products.

4.6

We shall only be obliged to deliver from our own product stock.

4.7

Assumption of a procurement risk is not based solely on our
obligation to deliver an item which is defined solely by its class.
We shall only assume a procurement risk by virtue of a separate written agreement stating “we assume the procurement
risk…”.
6.

4.8

If shipment is delayed at the customer’s request or for reasons
for which the customer is responsible, we shall have the right to 6.1
store the products, beginning on expiry of the period set in thewritten notice that the products are ready for shipment, and to
invoice the costs incurred for this at 0.5% of the net invoice
amount of the stored products for each full month or part thereof. This shall not affect the assertion of further rights. The customer shall have the right to prove that no costs or considerably
lower costs were incurred.
Furthermore, we shall have the right, after the period expires, todispose of the contractual products otherwise, and to deliver tothe customer again after a reasonable period.

5.

Delivery, Delivery time, Default in delivery

5.1

Binding delivery dates and delivery periods must be agreed
expressly and in writing as binding. We shall make our best efforts to meet delivery dates and delivery periods that are notbinding or approximate (approx., about etc.).
6.2

5.2

A commercial transaction for delivery by a fixed date shall only
exist if we have expressly confirmed such transaction in writingor the legal requirements for a commercial transaction for delivery by a fixed date exist. The unilateral designation of a delivery
as a commercial transaction for delivery by a fixed date by thecustomer alone shall not be sufficient for this.

5.3

Delivery and/or service periods shall begin with the customer's 6.3
receipt of our order confirmation but not before all details about
the execution of the order have been clarified and all other requirements to be fulfilled by the customer are met, in particularadvance payments or securities agreed are made or provided infull. This shall apply to delivery dates and/or service dates. If 7.
the customer requests changes after placing the order, a new,reasonable delivery and/or service period shall begin upon our
7.1
confirmation of the change.

5.4

5.5

5.6

5.7

The customer’s interest in our delivery or performance shall
only lapse, in the absence of other written agreement, if we fail7.2
to deliver material parts or deliver with delay.
If we default in delivery, the customer must first set us a reasonable extension period for performance of at least 14 days,
unless this is unreasonable in a specific case. If this elapses
without result, damage claims for breach of duty, for whatever 7.3
reason, shall exist only in accordance with the provisions ofparagraph 5.7 and 11.
We shall not be in default as long as the customer is in default
in fulfilling obligations towards us; this shall also include obliga7.4
tions under other contracts.
If the customer incurs damage as a result of our default, thecustomer shall have the right, to the exclusion of further claims,
to request compensation for default. It shall amount, for each
Page 2 of 7

full week of delay, to 0.3% but as a whole to not more than 3%of the net price for that part of the total delivery which, as a result of the default, cannot be used in due time or according to
the contract. No further compensation shall be due from us fordamage as a result of delay. This shall not apply in the case of
an intentional or fraudulent act by us, in the case of damages
due to injury to life, limb or health, and in the case of default
where a commercial transaction for delivery by a fixed date has
been agreed within the meaning of the law (see paragraph 5.2).
Delivery subject to own receipt of delivery, Force majeureand other obstructions
If, through no fault of our own, we do not receive deliveries orservices from our suppliers to provide the delivery due from us
under the contract, despite due and adequate stocking prior toconclusion of the contract with the customer, or they are incorrect or not in due time, or events of force majeure occur, weshall notify our customer in writing or text form in due time. In
such case, we shall have the right to postpone the delivery forthe duration of the obstruction, or to rescind the contract inwhole or in part for that part of the contract not yet fulfilled if wehave met our foregoing duty to provide information and havenot assumed a procurement risk. Events of force majeure are
strikes, lock-outs, official intervention, epidemics or pandemics,
energy shortages and shortages of raw materials, transport bottlenecks through no fault of our own, company obstructions
through no fault of our own, e.g. due to fire, water and damage
to machinery, and any other obstructions which, when considered objectively, were not caused by our negligence.
If a delivery date or delivery period is agreed with binding force
and the agreed delivery date or the agreed delivery period is
exceeded due to events according to paragraph 6.1., the customer shall have the right, after a reasonable extension period
has elapsed without result, to rescind the contract for that partnot yet fulfilled, if the customer cannot be objectively expectedto adhere further to the contract. The customer shall have nofurther claims, especially claims for damages, in that case.
The above provision pursuant to paragraph 6.2 shall apply
accordingly if a customary delivery period was exceeded for thereasons stated in paragraph 6.1, also if no fixed delivery date
was contractually agreed.
Shipment, INCOTERMS, passing of risk, packaging, lumpsum disposal costs
Unless otherwise agreed in writing, we shall ship products
uninsured at the risk and expense of the customer and ex
works our respective location (INCOTERM EXW).
If our order confirmation includes a clause stipulated in the
INCOTERMS, the INCOTERMS as last amended (currently INCOTERMS 2020) shall apply to the respective clause unlessotherwise stated in our order confirmation.
We reserve the right to choose the route and means oftransport. We shall, however, endeavour to take the customer’s
wishes into account with respect to the route and type of shipment. Any additional expenses as a result, also where delivery
freight paid is agreed, shall be borne by the customer.
If shipment is delayed at the customer’s request or through thecustomer’s fault, we shall store the products at the customer’s
expense and risk (see clause 4.8). In this case, notice that the
products are ready for shipment shall be deemed equivalent toshipment.

General Terms and Conditions of Sale and Delivery
Interroll Fördertechnik GmbH
7.5

7.6

8.6
The risk of accidental loss or accidental deterioration shall passto the customer when the products to be delivered are handed
over to the customer, forwarding agent, freight carrier or firms
otherwise entrusted with shipment of the products but at the 8.7
latest when the products leave our respective location.
If delivery is delayed because we assert our right of retention
due to the customer's default in payment in whole or in part ordue to another reason for which the customer is responsible,
the risk shall pass to the customer at the latest as of the date on
which the notice is sent stating that the products are ready forshipment.
8.8

7.7

Where the customer or third parties determined by the customer take over the products, times/dates for taking over the products must be agreed with us in due time.

7.8

If there is a statutory obligation to take back transport packaging and the customer requests us to take back transport packaging, the customer undertakes to have returns processed free 8.9
domicile or arrange for the returns.

8.

Notice of defects, Breach of duty, Warranty

8.1

The customer shall give us notice of recognisable material
defects immediately but at the latest 14 days after collection, inthe case of delivery ex works, otherwise after delivery. The customer shall give us notice of hidden material defects immediately after they are detected but at the latest within the warranty 8.10
period according to paragraph 8.6. A notice of defects that fails
to comply with requirements of time shall exclude any claim by
the customer for breach of duty due to material defects. This
shall not apply in the case of an intentional or fraudulent act byus, the assumption of a guarantee for the absence of defects by
us or in the case of liability according to the Produkthaftungsgesetz [German Product Liability Act].

8.2

Notice of defects according to paragraph 8.1 shall be given inwriting. A notice of defects which is not in due form shall also
exclude any claim by the customer for defects.

8.3

The transport operator must also be notified of any material
defects recognisable on delivery, and the recording of the defects shall be arranged by the transport operator. Notices of defects must include a description of the defect. Failure to give notice of defects in due time shall exclude any claim by the customer for breach of duty due to defects. This shall not apply inthe case of an intentional or fraudulent act by us, in the event of
injury to life, limb or health, or the assumption of a guarantee forthe absence of defects, or liability according to the Produkthaftungsgesetz.

8.4

8.5

If, by way of exception, breach of duty does not relate to theperformance of work by us, the contract may not be rescinded if
our breach of duty is negligible.
We shall provide a warranty for material defects for a period ofone (1) year, calculated from the date on which the risk passes(see paragraph 7). This shall not apply if we are guilty of malice,
intent or gross negligence and in the cases pursuant to the following section 11.1 (a) - (h). The limitation period in the event ofa delivery recourse according to §§ 445a, 445b BGB remains
unaffected.
Further claims by the customer for or in connection with defects
or consequential damage caused by a defect, for whatever reason, shall exist only subject to the provisions of paragraph 11
unless these are damage claims resulting from a guarantee
which is intended to cover the customer against the risk of any
defects. In this case too, however, we shall be liable only fortypical and foreseeable damage.
If the customer or a third party makes an incorrect rectification,
unauthorised changes are made to the products, parts are exchanged or consumables used which do not comply with thespecifications or our operating or maintenance instructions are
not complied with, we shall not be liable for the resulting consequences. This shall not apply, however, if the warranty claim
cannot be proved to be due to one of the above-mentioned reasons for exclusion.
Our warranty and liability arising therefrom shall also be excluded if defects and damages connected therewith cannot be
proved to be due to defective material or to defective execution
or defective instructions on use. Warranty and liability arising
therefrom shall in particular be excluded with respect to theconsequences of incorrect use, excessive use or inappropriate
storage conditions, for example the consequences of chemical,
electromagnetic, mechanical or electrolytic influences that do
not correspond with the intended average standard influences.
This shall not apply in the case of fraudulent or intentional conduct by us, or injury to life, limb or health, or liability according to
the Produkthaftungsgesetz.

8.11

Claims based on defects shall not exist in the case of only anegligible deviation from the agreed or customary condition or
usefulness.

8.12

Recognition of breach of duty, in particular in the form of material defects, shall only be valid when given in writing.

9.

Prices / Payment terms / Objection of uncertainty

9.1

All our prices are in principle quoted in EUROs and exclude
packaging, freight and value added tax at the legally valid rate
which shall be borne by the customer. Prices and additionalcharges shall be determined by our general price list, valid at
the time the contract is concluded, unless otherwise agreed.

Once processing, treating, combining or mixing with othergoods has begun, the products delivered, in the case of recognisable material defects, shall be deemed approved by the customer according to the contract. This shall apply if the products
are shipped onward from their original destination. Before any 9.2of the above activities begin, the customer shall be responsible
for clarifying, through appropriate checks in terms of scope andmethod, whether the delivered products are suitable for theprocessing purposes, process purposes and other purposes intended by the customer.
The customer must give notice in writing immediately of otherbreach of duty, setting a reasonable time limit for remedy, before asserting further rights.

Page 3 of 7

We are entitled, at our reasonable discretion (§ 315 BGB), tounilaterally increase the prices for our deliveries and services inthe event of an increase in manufacturing, material and/or procurement costs, wage and ancillary wage costs, social security
contributions as well as energy costs and costs due to statutory
requirements, environmental regulations, currency regulations,customs changes and/or other public charges if these directly or
indirectly influence the costs of our contractually agreed deliveries and services and increase them by more than 5% and if
there are more than 4 months between the conclusion of thecontract and delivery/service. An increase in the aforemen-General Terms and Conditions of Sale and Delivery
Interroll Fördertechnik GmbHtioned sense shall be excluded if the cost increase for individual 10.2
or all of the aforementioned factors is offset by a cost reduction
for other of the aforementioned factors in relation to the total
cost burden for the delivery/service (cost netting). If the aforementioned cost factors are reduced without the cost reduction
being offset by an increase in other of the aforementioned cost
factors, the cost reduction shall be passed on to the customer in 10.3
the form of a price reduction. If the new price is 20% or more
above the original price due to our aforementioned right to adjust prices, the customer shall be entitled to withdraw from contracts not yet fully performed with regard to the part of the contract not yet performed. However, he may only assert this right
immediately after notification of the increased remuneration.

The customer shall insure goods subject to retention of title
adequately, in particular against fire and theft. Claims against
the insurance arising from a case of damage relating to goods
subject to retention of title are herewith already assigned to us
in the value of the goods subject to retention of title.

9.3

Our invoices are payable within 30 days of delivery of the products without any deduction unless otherwise agreed in writing.

The right to resell goods subject to retention of title shall cease
to apply at once if the customer suspends its payment or defaults in payment to us.

9.4

If the customer fails to make payment, the customer shall be in
default in payment, also without notice, within 31 days of the 10.4
delivery.

9.5

Once in default, default interest shall be charged of 9 percentage-points above the respective applicable base interest rate
when the claim for payment falls due. We reserve the right toassert damage in excess of this.

9.6

The date payment is received by us or credited to our accountshall be deemed the payment date.

9.7

The customer’s default in payment shall cause all claims forpayment under the business relationship with the customer tobecome due immediately. Regardless of any agreements to de- 10.5
fer payments or agreements on payment by instalment, in thiscase all the customer’s liabilities due to us shall become payable immediately.

9.8

9.9

If payment terms are not met or circumstances known or recognisable that, in our proper commercial judgement, give rise tojustified doubt as to the customer's creditworthiness, also in- 10.6
cluding such facts that already existed when the contract was
concluded but which were unknown to us or did not have to be
known to us, we shall have the right, notwithstanding further
statutory rights in such cases, to cease further work on current
orders or the delivery, and to request advance payments or theprovision of securities which are acceptable to us for deliveries
still outstanding, and, after expiry of a reasonable extension period to provide such securities without result, to rescind the con- 10.7
tract, irrespective of other statutory rights. The customer shallbe obliged to reimburse us for all damages incurred by failure tofulfil the contract.
The customer shall have a right of retention or right of set-off
only with respect to those counter-claims that are not disputedor have been recognised by declaratory judgment.

9.10

The customer can only exercise a right of retention if its counter-claim relates to the same contractual relationship.

10.

Retention of title

10.1

We retain title to all goods we deliver (hereinafter referred to asa "goods subject to retention of title") until all our claims underthe business relationship with the customer, including claims
arising in the future from contracts concluded at a later date,are paid. This shall also apply to any balance in our favour if
any or all claims are incorporated by us in a current accountand the balance has been established.

The customer shall have the right to resell the delivered products in the normal course of business. The customer is not
permitted to make other disposals, especially pledging or granting of equitable lien. If the goods subject to retention of title are
not paid for immediately by a third-party purchaser when resold,the customer shall be obliged to resell under retention of title
only.

The customer already herewith assigns to us all claims including securities and ancillary rights that accrue to the customer
against the end user or third parties from or in connection withthe resale of goods subject to retention of title. The customer
may not reach an agreement with its purchasers that excludes
or impairs our rights in any way or nullifies the assignment of
the claim in advance. If goods subject to retention of title aresold with other items, the claim against the third-party purchaser
in the amount of the delivery price agreed between ourselves
and the customer shall be deemed assigned unless theamounts applicable to the individual goods can be determinedfrom the invoice.
The customer shall have the right to collect claims assigned to
us until revoked by us, this revocation being admissible at any
time. At our request, the customer shall be obliged to give us
the information and documents in full required to collect assigned claims and, unless we do so ourselves, notify its purchasers immediately of the assignment to us.
If the customer incorporates claims from the resale of goods
subject to retention of title in a current account relationship with
its purchasers, the customer shall already now assign to us any
recognised closing balance resulting in its favour in the amountwhich corresponds to the total amount of the claim from the resale of our goods subject to retention of title, such claim beingtransferred to the current account relationship.
The customer must notify us immediately if the customer has
already assigned claims to third parties arising from the resaleof products delivered or to be delivered by us, especially due toreal or unreal factoring, or made other agreements which can
impair our current or future security interests according to paragraph 10.
In the case of unreal factoring, we shall have the right to rescind
the contract and request the products already delivered to be
surrendered. This shall also apply to real factoring if, according
to the contract with the factor, the customer cannot freely dispose of the purchase price of the claim.

10.8

Page 4 of 7

In the event of conduct in breach of the contract through thecustomer’s fault, especially in the case of default in payment,
we shall have the right, without previously having to rescind thecontract, to take back all goods subject to retention of title. The
customer shall be obliged in this case to surrender the goods
subject to retention of title at once. We may at any time during
normal business hours enter the customer's business premises
to determine the stock of the goods delivered by us. Taking
back the goods subject to retention of title shall only involve re-General Terms and Conditions of Sale and Delivery
Interroll Fördertechnik GmbHscinding the contract if we expressly state this in writing or thisis prescribed by compulsory statutory provisions. The customer
shall notify us immediately in writing of any third-party attachment of goods subject to retention of title or any claim assigned
to us.
10.9

10.10

10.11

10.12

sonable to expect the customer to accept our performance;

If the total value of the securities existing for us according to theforegoing provisions exceeds the secured claims by more than
10%, we shall be obliged, at the customer's request, to release
securities at our discretion.
We treat and process goods subject to retention of title as manufacturer within the meaning of Section 950 BGB but withoutobligation on our part. If goods subject to retention of title areprocessed or connected inseparably with other items that do
not belong to us, we shall acquire co-ownership in the new itemin the ratio of the invoice amount for our goods to the invoice
amounts for the other processed or connected items. If our 11.2
goods are connected with other movable items into a uniform
item that is deemed the principal item, the customer shall now
already assign co-ownership thereof to us in the same ratio.
The customer shall maintain ownership or co-ownership free ofcharge on our behalf. Rights of co-ownership accordingly arising shall be deemed goods subject to retention of title. The customer shall be obliged at any time at our request to provide us
with the information required to assert our ownership or co- 11.3
ownership rights.
If the customer suspends payments or files for insolvency, thecustomer shall no longer be entitled to sell, process, combine ormix goods subject to retention of title (see clause 10.1). In thiscase, the customer shall immediately store and mark the goods
subject to retention of title separately and hold in trust for us
any amounts due to us from assigned claims for product deliv- 11.4
eries and received by the customer.
If, in the case of deliveries abroad, certain measures and/or
declarations are required on the part of the customer in the importing country in order for the aforementioned retention of title
or the other rights referred to therein to become effective, thecustomer shall notify us of this in writing or in text form and shallcarry out or submit such measures and/or declarations at its
own expense without delay. We shall cooperate to the necessary extent. If the law of the importing country does not permit aretention of title but allows us to reserve other rights to the delivery item, we may exercise all such rights at our reasonablediscretion (§ 315 BGB). To the extent that an equivalent security of our claims against the customer is not achieved thereby,
the customer shall be obliged to provide us with other suitablesecurities in the delivered goods or other securities at our reasonable discretion (§ 315 BGB) at its own expense without undue delay.

(c)in the event of injury to life, limb and health;(d)where a guarantee for the quality of performance, theexistence of successful performance, or a procurement risk has been assumed;(e)fraudulent intent;(f)initial impossibility;(g)claims under the Produkthaftungsgesetz; or(h)other cases of liability prescribed by law.

If we or our vicarious agents are only responsible for slight
negligence and none of the cases mentioned in clause 11.1,
clauses (a), (c), (d), (e), (g) and (h) apply, our liability is limited
to a maximum of EUR 3,000,000.00 and - even in the event of abreach of material contractual obligations - to the damage typical and foreseeable at the time of conclusion of the contract.
Any further liability is excluded.
Liability for damages other than the liability stipulated in theabove paragraphs shall be excluded without regard for the legal
nature of the asserted claim. This shall apply in particular todamage claims arising from fault when concluding a contract,
due to other breach of duty or due to claims in tort for compensation in respect of property damages according to Section 823
BGB.
Exclusion resp. limitation of liability according to the foregoingparagraphs 11.1 to 11.3 shall apply to the same extent for the
benefit of our executives and non-executive employees andother vicarious agents as well as our sub-contractors.

11.5

Claims by the customer for damages arising from this contractual relationship may only be asserted within a preclusion period of one (1) year as of commencement of the statutory limitation period. This shall not apply if we are guilty of malice, intent
or gross negligence and in the cases pursuant to section 11.1
(a) - (h). The limitation period in the case of a delivery recourse
according to §§ 445a, 445b BGB remains unaffected.

11.6

There is no connection between the reversal of the burden of
proof and the foregoing provisions.

12.

Export control, Intra-Community trade

12.1

11.

Liability, Exclusion and limitation of liability

In the absence of other written agreement, the delivered product is intended at all times to remain and to be used and sold in
the first country of delivery agreed with the customer.

11.1

We shall be liable in principle only for intent and gross negli- 12.2
gence by us and our legal representatives and vicarious agents.
Our liability and that of our legal representatives and vicarious
agents for slight negligence shall, therefore, be excluded except
in the following cases:

The export of certain goods may be subject to authorisation e.g.
because of their nature or intended purpose or final destination.
This applies in particular to so-called dual-use goods. The customer itself shall be obliged to comply strictly with the relevant
export regulations and embargos for these goods (products,
goods, software, technology), especially of the European Union(EU), Germany resp. of other EU Member States and, if applicable, the USA.

(a)

(b)

breach of material contractual obligations; material
contractual obligations are obligations whose fulfilment
determines the contract and on whose compliance the
12.3
customer may rely;
if, in the event of breach of obligations within themeaning of Section 241 (2) BGB, it is no longer reaPage 5 of 7

The customer shall in particular verify and ensure that(a)the products provided are not intended for use in armaments, nuclear facilities or weapon technology;

General Terms and Conditions of Sale and Delivery
Interroll Fördertechnik GmbH
(b)

(c)

sult of gross negligence, provided that the right or claim isbased on industrial property rights or other intellectual property

no companies and persons specified on the US Denied Persons List (DPL) are supplied with original US
goods, software and technology;
no companies and persons specified on the US Warning List, US Entity List or US Specially Designated Nationals List are supplied with US certificates of origin
without relevant approval;(d)no companies and persons are supplied that are specified on the List of Specially Designated Terrorists,
Foreign Terrorist Organizations, Specially DesignatedGlobal Terrorists or the EU Terror List;(e)the early-warning indications of the competent German or national authorities of the respective country oforigin of the delivery are complied with.

13.2

The customer undertakes to send us immediately on request
but at the latest within 10 days the original relevant end-use certificates in the form prescribed by the Bundesamt für Wirtschaft
und Abfuhrkontrolle [Federal Office of Economics and Export
Control].
12.4

Our products may only be accessed and used if they are consistent with the above verification and comply with the assurance; otherwise we shall not be obliged to perform.

12.5

Where products are passed on, the customer undertakes tooblige other recipients in the same way and to notify them of theneed to comply with such legal provisions.

12.6

The customer undertakes to indemnify us against all damages
resulting for us from the negligent breach of the foregoing obligations pursuant to paragraphs 12.1 to 12.5. The scope of thedamages to be reimbursed shall also include the reimbursement of all necessary and reasonable expenses which we incuror have incurred, in particular the costs and expenses for any
legal defence and any official administrative fines or penalties.

12.7

In the event of the negligent breach of the foregoing obligations
according to paragraphs 12.1 to 12.5 by the customer, we shallhave the right to rescind the purchase contract.

12.8

The customer confirms the correctness of its VAT ID no. which
the customer shall give us without being asked to do so imme- 13.3
diately after the contract is concluded. The customer undertakes to notify us and its competent domestic tax authority of
any change in its name, address, company name and VAT ID
no. immediately. If a delivery is regarded as subject to tax due
to errors in specifying the name, company name, address or
VAT ID no., the customer shall refund the tax to be paid by us
as a result.

12.9

In the case of double taxation - sales and purchase tax in thecustomer’s country, turnover tax in Germany - the customer
shall pay to us, waiving the defence of disenrichment, the excess turnover tax paid i.e. the turnover tax not owed due to theduty to pay sales and purchase tax.

13.

Third-party property rights

13.4
13.1

14.
We shall only be obliged to supply the products free of thirdparty rights or claims which are based on industrial property 14.1
rights or other intellectual property, and which we were aware ofwhen the contract was concluded, or were not aware of as a re-Page 6 of 7(a)according to the law of the Federal Republic of Germany, if our customer has its registered office orbranch there; or(b)according to the law of a foreign state, if the customer
has its registered office or branch there; or(c)according to the law of a third country only if we haveexpressly agreed in writing the use or sale of our
products in that third country with the customer.

If a third party asserts justified claims against our customer tothe products supplied by us pursuant to paragraph 1 above, weshall be liable to the customer within the period determined inparagraph 8.7 as follows:(a)

We shall at our option first try at our expense to obtain
either a right of use for the relevant deliveries orchange the products so that the property right is not
infringed, or exchange the products. If we cannot do
so on reasonable conditions, the customer shall beentitled to its statutory rights which shall, however, begoverned by these General Terms and Conditions ofSale and Delivery.

(b)

The customer shall be obliged to notify us immediately
in writing of claims asserted by a third party, not toacknowledge any infringement, and to reserve for us
all defensive measures and settlement negotiations. If
the customer ceases using the products for reasons ofloss minimisation or other good cause, the customer
shall be obliged to advise the third party that cessationof use is not deemed to be an acknowledgement of an
infringement of property rights. If an action for infringement of property rights is brought against thecustomer by third parties resulting from the use of
products supplied by us, the customer undertakes to
notify us of this immediately and to give us the opportunity to participate in any legal action. The customer
shall support us in every way in conducting such legal
action. The customer shall not take any action which
could impair our legal position.

Our obligation according to paragraph 1 shall not relate to cases where(a)the infringement of property rights results from the fact
that, in manufacturing the products, we acted on information or other data that were provided or specified
to us by the customer; or(b)

the infringement of property rights is due to an application of the customer which we could not foresee or iscaused by the fact that the products are changed by
the customer or mixed or used together with products
which were not supplied by us.

This shall not affect our liability according to paragraph 11.
Confidentiality, Data protection
The customer undertakes to keep confidential such facts, documents and knowledge of which the customer becomes awarein the course of performing the business relations with us, andwhich contain technical, financial, business or market-related in-General Terms and Conditions of Sale and Delivery
Interroll Fördertechnik GmbH
formation about our company, if we have specified that the respective information must be kept confidential or we have an
obvious interest in its confidentiality (hereinafter collectively referred to as confidential information). The customer shall use 15.3
the confidential information solely for the purpose of implementing and performing the contractual relationship with ourselves inaccordance with the contract and the individual contracts basedon this.

istered office. We also have the right, however, to bring an action against the customer at its place of general jurisdiction.
All legal relations between the customer and ourselves shall begoverned exclusively by the law of the Federal Republic of
Germany, in particular to the exclusion of the UN Sales Convention (CISG).

14.2

Disclosure of confidential information to third parties by the Interroll Fördertechnik GmbH, Version 02/22
customer shall require our express and prior written consent.

14.3

There shall be no obligation to maintain confidentiality according to paragraph 14.1 above if it is proved that the respective
confidential information:

14.4

(a)

is state of the art in the public domain or this information becomes state of the art without any action by
the customer; or(b)

was already known to the customer or is disclosed bya third party authorised to do so; or(c)is developed by the customer without any action by us
and without exploitation of other information or
knowledge acquired through the contractual contact;or(d)must be disclosed due to obligatory statutory provisions or orders by a court or official authority.

With regard to the customer's personal data, we shall comply
with the relevant statutory provisions, in particular the General
Data Protection Regulation (GDPR). Personal data of the customer will be collected, stored, processed and used by us if, tothe extent and for as long as this is necessary for the establishment, performance or termination of the contract with thecustomer. Any further collection, storage, processing and use of
the customer's personal data will only take place if required or
permitted by law or if the customer has consented thereto. The
customer is aware that the collection, processing and use of thecontact data of the customer's contact persons (name, e-mailaddresses, etc.) is necessary on the basis of Art. 6 Para. 1 lit. b)
GDPR in order to carry out pre-contractual measures and fulfil
the contract with the customer. In particular, we are entitled totransfer the data to third parties if and insofar as this is necessary for the implementation of pre-contractual measures andfulfilment of the contract (e.g. for delivery, invoicing or customercare) in accordance with Art. 6 Para. 1 lit. b) GDPR or fulfilmentof a legal obligation in the sense of Art. 6 Para. 1 lit. c) GDPR.
Furthermore, we may also forward this data to third parties (e.g.
debt collection companies) for the purpose of enforcing claimsin accordance with Art. 6 Para. 1 lit. b) and/or f) GDPR.
In addition, our data protection declaration applies, which canbeviewedandprintedoutathttps://www.interroll.com/de/datenschutz/ .

15.

Place of performance, Place of jurisdiction,
Applicable law

15.1

Place of performance for all contractual obligations is our company’s registered office except where an obligation to be performed at the place of business of the creditor is assumed.

15.2

All disputes shall be settled, if legally admissible, exclusively
before a court of law which is competent for our company’s reg-

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