General Terms and Conditions of Sale for the Online Shopof Interroll Fördertechnik GmbH1.

Scope, Differing terms and conditions of the Customer

1.1

These General Terms and Conditions of Sale for the online
shop of Interroll Fördertechnik GmbH, Höferhof 16, 42929
Wermelskirchen (hereinafter referred to as “ONLINE SHOP
General T&Cs”) apply exclusively to companies within themeaning of Section 14 BGB [German Civil Code] (hereinafterreferred to as Customer) i.e. natural persons or legal entities
that are acting in the performance of their commercial or
independent professional activities when concluding a legaltransaction. The Customer confirms the Customer’scommercial status prior to visiting the online shop and within
the scope of the Customer’s purchase order (paragraph 4.3).

1.2

These ONLINE SHOP General T&Cs apply exclusively to theCustomer’s business transactions via our “Online Shop”(https://shop.interroll.com/). Where our ONLINE SHOP

General T&Cs are implemented in business with theCustomer, they shall also apply to all further business
relations between the Customer and ourselves, unlessotherwise expressly agreed in writing. Differing General
Terms and Conditions of Purchase of the Customer are
herewith expressly contradicted. They shall apply only if
and insofar as we expressly acknowledge them in writing.
Our silence regarding such differing General Terms andConditions of Purchase shall not be deemed in particular tobe acknowledgement or consent, and this shall also apply
to future contracts.
1.3

Our ONLINE SHOP General T&Cs shall apply in place of
any General Terms and Conditions of Purchase of the
Customer even if, according to such Terms and Conditions,the acceptance of an order is deemed to be theunconditional acknowledgement of the General Terms andConditions of Purchase or where we deliver, after the
Customer has indicated the validity of the Customer’s
General Terms and Conditions of Purchase, unless wehave expressly waived in writing the validity of our ONLINESHOP General T&Cs. By accepting our order confirmation,
the Customer expressly acknowledges that the Customer
waives the Customer’s legal objection derived from theGeneral Terms and Conditions of Purchase.

2.

Information, properties of the products

2.1

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

2.2

Reference to standards, similar technical regulations andtechnical information, descriptions and illustrations of thedelivery item in quotations and brochures and ouradvertising shall represent a specification of properties ofour products only when we have expressly declared thequality to be a “property of the product”. These areotherwise non-binding, general specifications.

2.3

We shall only be deemed to have given a guarantee if wehave designated a property and/or contractual performancein writing as “guaranteed by law”.

2.4

2.5

We shall assume no liability for the usability of our products
for the Customer’s intended purpose other than liability
mandatory by law unless we have agreed otherwise inwriting with the Customer.

2.6

We shall retain title and copyright to illustrations, drawings,
indications of weight and dimension, performance and otherproperty specifications, cost estimates and otherdocuments about our products and services as well as
presentations in the Online Shop. The Customer
undertakes not to make the documents listed in theforegoing sentence accessible to third parties, unless wegive our express written consent.

3.

Samples
If we have to deliver according to the Customer’s data or
samples, the Customer shall assume the responsibility
towards ourselves that the products manufactured
according to the Customer’s data or samples do not infringe
third-party rights, in particular industrial property rights. If
third parties assert claims against us, the Customer shallindemnify us against such claims.

4.

Conclusion of the contract, Scope of delivery,
Procurement risk, Guarantee, Acceptance

4.1

Purchase orders can be placed by the Customer in our
Online Shop. To order products from our Online Shop,
products must first be selected and partially configured(click “Configure”). The configured products can then be
added to the cart (click “Add to Cart”). If configuration of the
product is not necessary, the product can be added to thecart immediately (click “Add”). A product can also be added
to the cart under the category “Fast Order”, indicating thematerial number and customer material number or by
uploading a purchase order with the customer material
number (click “Add to Cart”). To identify and prevent input
errors during the ordering process, a summary page isdisplayed to the Customer when ordering via our Online
Shop before the purchase order is valid to enable theCustomer to check all details of the purchase order(products, price, delivery charges etc.) and to correct data
entered in the input fields or by using the “Back” arrow (<-)
in the Online Shop. The contract is concluded in German.

The basic data notified to us by the Customer for the
manufacture of the products, i.e. the values andspecifications stated by the Customer, shall be taken by us,
where possible technically and in relation to the production,
as the basis for the manufacture of the products and weshall attempt to achieve them as closely as possible.
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4.2 The Customer’s purchase order sent to us (click “Submit
Order”) is a binding offer to conclude a purchase contract.
We shall then send the Customer an automaticacknowledgement of receipt by email. The automaticacknowledgement of receipt documents only that we havereceived the Customer’s purchase order and is not
acceptance of the offer. A contract shall be created only
after we have issued the declaration of acceptance, whichshall be sent by separate email (“Invoice” or “Order
Confirmation”) or by shipment of the products to theCustomer.
4.3 The Customer can place purchase orders via our Online
Shop only after successful registration: to do so, theCustomer completes the information required - company
name, name, address, email - in the registration mask forcompanies. The Customer shall receive confirmation ofregistration immediately by email. The Customer is in any
case obliged, when ordering from and/or registering with
our Online Shop, to provide all information required toprocess the purchase order truthfully, accurately and in full.

General Terms and Conditions of Sale for the Online Shopof Interroll Fördertechnik GmbHThe text of the contract shall be stored in compliance withdata protection.
4.4 All agreements, collateral agreements, assurances andamendments of contracts shall only be valid when given inwriting. This shall also apply to the waiver of the written form
agreement itself. Verbal amendments or modifications ofcontracts shall not be valid. The precedence of an individual
agreement (Section 305 b BGB) shall remain unaffected.

5.6

We shall not be in default as long as the Customer is indefault in fulfilling obligations towards us, also obligations
under other contracts.

5.7

If the Customer incurs damage as a result of our default,
the Customer shall have the right, to the exclusion of further
claims, to require compensation for default. It shall amount,for each full week of delay, to 0.5 % but as a whole to not
more than 5 % 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 not according to the contract. No further
compensation shall be due from us for damage as a resultof delay. This shall not apply in the case of an intentional or
fraudulent act on our part, in the case of damage due toinjury to life, limb or health and in the case of default wherea fixed-date transaction has been agreed within themeaning of the law.

5.8

Delivery and/or service periods shall begin with theCustomer's receipt of our order confirmation but not before
all details about the execution of the order have beenclarified and all other requirements to be fulfilled by the
Customer have been met, in particular advance payments
or securities have been made respectively provided in full.
This shall apply accordingly to delivery and/or service
dates. If the Customer requests changes after placing theorder, a new, reasonable delivery and/or service period
shall begin upon our confirmation of the change.

5.9

The Customer can pay the invoice amount by bank transfer.

6.

Delivery subject to own receipt of delivery, Forcemajeure and other obstructions

6.1

If we do not receive deliveries or services from our suppliers
required to perform our delivery owed according to thecontract, despite due and proper stocking prior toconclusion of the contract with the Customer or they areincorrect or not in due time, for reasons for which we are
not responsible, or events of force majeure occur, we shallnotify our Customer in a timely manner in writing or text
form. In such case, we shall have the right to postpone thedelivery for the duration of the obstruction or to rescind thecontract in whole or in part for the part not yet fulfilled if wehave met our foregoing duty to provide information andhave not assumed a procurement risk. Events of force
majeure are strikes, lockouts, official intervention,
epidemics and pandemics, energy shortages andshortages of raw materials, transport bottlenecks throughno 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 consideredobjectively, were not culpably caused by us.

6.2

If a delivery date or a delivery period has been agreed withbinding force and the agreed delivery date or the agreed
delivery period is exceeded due to events according toparagraph 6.1, the Customer shall have the right, after areasonable grace period has elapsed without effect, torescind the contract for the part not yet fulfilled where theCustomer cannot be objectively expected to adhere further
to the contract. The Customer shall have no further claims,
especially damage claims, in such case.

6.3

The above provision pursuant to paragraph 6.2 shall apply
mutatis mutandis if a customary delivery period has been

4.5 The Customer must notify us in writing of any special
requirements of our products during the ordering process in
the Online Shop.
4.6 We shall only be obliged to deliver from our own productstock.
4.7 The 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 assume a procurement risk only byvirtue of a separate written agreement, stating “we assume
the procurement risk…”.
4.8 If shipment is delayed at the Customer’s request or forreasons for which the Customer is responsible, we shallhave the right, beginning upon expiry of the period set by
the written notice of readiness for shipment, to carry out
storage and to invoice the costs incurred thereby at 0.5 %of the net invoice amount of the stored products for eachmonth or part thereof. The assertion of further rights shallremain unaffected. The right is reserved for the Customer
to prove that no costs or considerably lower costs wereincurred.
Furthermore, we shall have the right, after the period
expires, to dispose of the contractual products otherwise
and to make a new delivery to the Customer after areasonable period.
5.

Delivery, Delivery time, Default in delivery

5.1

Delivery times specified by us shall be calculated from thedate of receipt of the invoice/order confirmation. If nodelivery time or no different delivery time is specified for therespective products in the order confirmation, this shall beapprox. 2-4 weeks.

5.2

All prices are net prices subject to value added tax at therespectively valid statutory rate.

5.3

Unless otherwise agreed, delivery shall be made to thedelivery address specified by the Customer. Shipping anddelivery charges shall be shown within the scope of thepurchase order.

5.4

The Customer’s interest in our delivery or service shalllapse in the absence of other written agreement only if wefail to deliver material parts or deliver them with delay.

5.5

If we default in delivery or service, the Customer must firstset us a reasonable grace period for delivery or
performance of at least 14 days, unless this is unreasonable
in the individual case. If this period elapses without result,damage claims for breach of duty, for whatever reason,shall exist only as stipulated in paragraphs 5.7 and 11.

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General Terms and Conditions of Sale for the Online Shopof Interroll Fördertechnik GmbHexceeded for the reasons stated in paragraph 6.1, even
without contractual agreement of a fixed delivery date.
7.

Shipment, INCOTERMS, Passing of risk, Packaging,
Flat rate disposal costs

7.1

Unless otherwise agreed in writing, shipment shall be madeby us uninsured, at the risk and expense of the Customer,
and ex our respective works (INCOTERM EXW).

7.2

If our order confirmation includes a clause stipulated in the
INCOTERMS, the INCOTERMS as last amended shallapply to the respective clause unless otherwise stated in
our order confirmation.

7.3

We reserve the right to choose the route and means oftransport. We shall, however, endeavour to take theCustomer’s wishes into account with respect to the routeand type of shipment. Any additional expenses incurred asa result, also where delivery freight paid is agreed, shall beborne by the Customer.

7.4

If shipment is delayed at the Customer’s request or throughthe Customer’s fault, we shall store the products at theCustomer’s expense and risk (see paragraph 4.8). In thiscase, notice of readiness for shipment shall be equivalent
to shipment.

7.5

The risk of accidental loss or accidental deterioration shallpass to the Customer upon the products to be delivered
being handed over to the Customer, the forwarder, thefreight carrier or the companies otherwise designated tocarry out the shipment but at the latest upon leaving ourrespective works.

7.6

If the shipment is delayed because we assert our right ofretention due to the Customer's default in payment in whole
or in part or due to another reason for which the Customer
is responsible, the risk shall pass to the Customer at thelatest as of the date of notification of readiness forshipment.

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 requires us to take backtransport packaging, the Customer undertakes to have thereturn delivery processed free domicile or to order the
return delivery.

8.

Notice of defects, Breach of duty, Warranty

8.1

The Customer must give us notice of recognisable material
defects immediately but at the latest 14 days after collectionin the case of delivery ex works, otherwise after delivery.
Notice of hidden material defects must be given to us by the
Customer immediately after they are detected but at thelatest within the warranty period according to paragraph8.7. A notice of defects that fails to comply withrequirements 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
on our part, the assumption of a guarantee for the absenceof 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 must be given
in writing. A notice of defects that fails to comply withrequirements of form shall also exclude any claim by the
Customer for defects.

8.3

Material defects recognisable on delivery must also be
notified to the transport operator and the recording of thedefects arranged by the transport operator. Notices ofdefects must include a description of the defect. A notice of
defects that fails to comply with requirements of time shallexclude any claim by the Customer for breach of duty due
to defects. This shall not apply in the case of an intentional
or a fraudulent act on our part, in the event of injury to life,
limb or health or the assumption of a guarantee for theabsence of defects or liability according to the
Produkthaftungsgesetz.

8.4

Once processing, treating, combining or mixing with otherarticles has begun, the products delivered, in the case ofrecognisable material defects, shall be deemed approvedby the Customer as according to the contract. The same
shall apply if the products are shipped onward from theoriginal destination. Before any of the above activities
begin, it shall be incumbent upon the Customer to clarify,
through appropriate checks in terms of scope and method,whether the delivered products are suitable for theprocessing purposes, process purposes and otherpurposes intended by the Customer.

8.5

The Customer must give notice in writing immediately ofother breach of duty before the assertion of further rights,
setting a reasonable period for remedy.

8.6

If the breach of duty does not by way of exception relate to
the performance of work on our part, rescission shall be
excluded insofar as our breach of duty is negligible.

8.7

We shall provide a warranty for material defects for a periodof one (1) year, calculated from the date of the passing ofrisk (see paragraph 7). This shall not apply if we areresponsible for fraudulent intent, intent or gross negligenceand in the cases pursuant to Art. 11.1 (a) - (h) below. The
limitation period in the case of delivery recourse according
to Sections 445a, 445b BGB shall remain unaffected.

8.8

Further claims by the Customer for or in connection withdefects or consequential damage caused by defects, forwhatever reason, shall exist only subject to the provisionsof 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 for typical and foreseeable damage.

8.9

If the Customer or a third party rectifies the products
incorrectly, unauthorised changes are made to the
products, parts are replaced or consumables used that do
not comply with the specifications or our operating ormaintenance instructions are not followed, we shall not beliable for the resulting consequences. This shall not,however, apply if the warranty claim can be proved not to
be attributable to one of the above-mentioned exclusion
criteria.

8.10

Our warranty and the liability arising therefrom shall
likewise be excluded if defects and damages connected
therewith cannot be proved to be due to defective material

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General Terms and Conditions of Sale for the Online Shopof Interroll Fördertechnik GmbHor defective workmanship or defective instructions on use.
Warranty and liability arising therefrom shall be excluded inparticular with respect to the consequences of incorrectuse, excessive use or inappropriate storage conditions, forexample, the consequences of chemical, electromagnetic,mechanical or electrolytic influences, which do notcorrespond with average expected standard influences.
This shall not apply in the case of fraudulent or intentional
conduct on our part 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
an insignificant deviation from the agreed or customary
quality or usability.

8.12

Recognition of breach of duty, in particular in the form ofmaterial 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, excluding
value added tax, which is to be borne by the Customer at
the respective legally valid rate, excluding packaging,freight. Prices and additional charges shall be determinedaccording to our price list generally valid at the time thecontract is concluded, unless otherwise agreed.

9.2

We have the right at our reasonably exercised discretion(Section 315 BGB) to increase the prices for our deliveries
and services unilaterally where manufacturing, material
and/or procurement costs, wage and ancillary wage costs,
social security contributions as well as energy costs andcosts due to legal requirements, environmental charges,
currency regulations, changes in customs duties and/or
other public charges increase if these have a direct orindirect impact on the costs of our contractually agreed
deliveries and services and increase by more than 5 % andif more than 4 months elapse between conclusion of thecontract and delivery/service. An increase as defined above
shall be excluded if the increase in costs for individual or allof the above-mentioned factors is set off by a reduction incosts for other of the mentioned factors in relation to theoverall cost burden for the delivery/service (cost balancing).
If the above-mentioned cost factors are reduced, without
the reduction in costs being set off by the increase in otherof the above-mentioned cost factors, the reduction in costs
shall be passed on to the Customer through a pricereduction. If the new price based on our right to adjust
prices as stated above is 20 % or higher than the original
price, the Customer shall have the right to rescind contracts
not yet fulfilled in full in respect of the part of the contract
not yet fulfilled. The Customer can, however, assert thisright only immediately after notification of the increased
remuneration.

9.3

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

9.4

In the absence of payment, the Customer shall be in default
in payment, even without reminder notice, within 31 days ofdelivery.

9.5

When default occurs, default interest shall be charged of 9
percentage points above the respectively applicable baseinterest rate when the claim for payment becomes due. The
right to assert damage in excess of this remains reserved.

9.6

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

9.7

The Customer’s default in payment shall cause all claims
for payment under the business relationship with theCustomer to become due immediately. Regardless of any
agreements to defer payments or agreements on payment
by instalment, all the Customer’s liabilities due to us shall insuch case become due for payment immediately.

9.8

If payment terms are not met or circumstances known or
recognisable that, in our proper commercial judgement,
give rise to justified doubt as to the Customer's
creditworthiness, also including such facts that alreadyexisted when the contract was concluded but which were
unknown to us or did not have to be known to us, we shallhave the right, notwithstanding further statutory rights insuch cases, to cease further work on current orders or tostop the supply and to require advance payments or theprovision of securities which are acceptable to us fordeliveries still outstanding and, after expiry of a reasonable
extension period to provide such securities without effect,
to rescind the contract, irrespective of other statutory rights.
The Customer shall be obliged to reimburse us for all
damages incurred by failure to execute the contract.

9.9

The Customer shall have a right of retention or right of setoff only with respect to those counterclaims that are notdisputed or have been recognised by declaratory judgment.

9.10

The Customer can exercise a right of retention only to theextent that the Customer’s counterclaim relates to the same
contractual relationship.

10.

Retention of title

10.1

We retain title to all goods delivered by us (hereinafterreferred to as “Goods Subject to Retention of Title”) until
all our claims under the business relationship with theCustomer, including claims arising in the future fromcontracts concluded at a later date, are paid. This shall also
apply to any balance in our favour when individual or all
claims are added by us to an open account (current
account) and the balance has been established.

10.2

The Customer shall insure Goods Subject to Retention of
Title adequately, in particular against fire and theft. Claims
against the insurance arising from an event of damage
relating to Goods Subject to Retention of Title are herewith
already assigned to us in the amount of the value of theGoods Subject to Retention of Title.

10.3

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, especiallypledging or granting of equitable lien. If Goods Subject toRetention of Title are not paid for immediately by a thirdparty buyer when resold, the Customer shall be obliged toresell only under retention of title.
The right to resell Goods Subject to Retention of Title shallcease to apply at once if the Customer suspends its
payment or defaults in payment to us.

10.4

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The Customer herewith already assigns to us all claims,
including securities and ancillary rights, which accrue to theGeneral Terms and Conditions of Sale for the Online Shopof Interroll Fördertechnik GmbH

Customer against the end user or third parties from or inconnection with the resale of Goods Subject to Retention of
Title. The Customer may not reach an agreement with its
customers that excludes or prejudices our rights in any way
or nullifies the assignment of the claim in advance. If Goods
Subject to Retention of Title are sold with other items, theclaim against the third-party customer in the amount of thedelivery price agreed between ourselves and the Customer
shall be deemed assigned, unless the amounts applicableto the individual goods can be determined from the invoice.
10.5

10.6

10.7

The Customer shall remain entitled to collect the claim
assigned to us until revoked by us, this revocation being
admissible at any time. At our request, the Customer shallbe obliged to give us the information and documents in full
required to collect assigned claims and, unless we do soourselves, to notify its customers immediately of theassignment to us.
If the Customer incorporates claims from the resale ofGoods Subject to Retention of Title in a current accountrelationship with its customers, the Customer shall already
now assign to us any recognised closing balance resulting
in its favour in the amount which corresponds to the total
amount of the claim from the resale of our Goods Subject
to Retention of Title, such claim being transferred to thecurrent account relationship.

combined inseparably with other items that do not belong
to us, we shall acquire co-ownership in the new item in theratio of the invoice value for our goods to the invoice values
for the other processed or combined items. If our goods are
combined with other movable items into a uniform item thatis deemed the principal item, the Customer shall already
now transfer co-ownership thereof to us in the same ratio.
The Customer shall maintain ownership or co-ownershipfree of charge for us. Rights of co-ownership accordingly
arising shall be deemed Goods Subject to Retention of
Title. The Customer shall be obliged at any time at ourrequest to provide us with the information required topursue our ownership or co-ownership rights.
10.11

As of the Customer’s suspension of payment or in the eventof the filing of an insolvency petition by the Customer, theCustomer shall no longer have the right to sell, process,combine or mix Goods Subject to Retention of Title (seeparagraph 10.1). In such case, the Customer must rather
carry out the immediate separate storage and labelling of
the Goods Subject to Retention of Title and hold amounts,
to which we are entitled from assigned claims for productdeliveries and received by the Customer, in trust for us.

10.12

If, in the case of deliveries abroad, specific measures
and/or declarations are required on the part of the
Customer in the importing country to ensure theeffectiveness of our above-mentioned retention of title or
our other rights described there, the Customer shall notify
us of this in writing or text form and shall take suchmeasures and/or make such declarations immediately at its
expense. We shall cooperate on this to the required extent.
If the law of the importing country does not allow retentionof title but allows us to reserve other rights to the delivery
item, we can exercise all rights of this nature at ourreasonably exercised discretion (Section 315 BGB). If ourclaims against the Customer cannot be secured by this inan equivalent amount, the Customer shall be obliged at its
expense to provide us immediately with other appropriate
securities for the goods supplied or other securities
according to our reasonably exercised discretion (Section
315 BGB).

11.

Liability, Exclusion and limitation of liability

11.1

We shall be liable in principle only for intent and grossnegligence by us and our legal representatives andvicarious agents. Our liability and that of our legal
representatives and vicarious agents for ordinary
negligence shall, therefore, be excluded except in thefollowing cases:

The Customer must notify us immediately if the Customer
has already assigned claims to third parties arising from theresale of goods delivered or to be delivered by us,especially due to real or unreal factoring, or has made otheragreements which can prejudice our current or future
security interests pursuant to this paragraph 10.
In the case of unreal factoring, we shall have the right torescind the contract and obtain the surrender of products
already delivered. 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

10.9

10.10

In the event of conduct in breach of the contract through theCustomer’s fault, especially in the case of default inpayment, we shall have the right, without previously having
to rescind the contract, to take back all Goods Subject toRetention of Title. The Customer shall be obliged in thiscase to surrender the Goods Subject to Retention of Title atonce. We may at any time during normal business hours
enter the Customer's business premises to determine thestock of the goods delivered by us. Taking back Goods
Subject to Retention of Title shall constitute rescission of
the contract only if we expressly declare this in writing or
mandatory statutory provisions provide for this. The
Customer must notify us immediately in writing of any thirdparty seizure of Goods Subject to Retention of Title or claim
assigned to us.
If the value of the securities existing for us according to theforegoing provisions exceeds the secured claims as awhole by more than 10 %, we shall be obliged at theCustomer’s request in this respect to release securities atour option.
Goods Subject to Retention of Title shall be treated andprocessed for us as manufacturer within the meaning ofSection 950 BGB but without obligation on our part. If
Goods Subject to Retention of Title are processed orPage 5 of 8(a)the violation of material contractual obligations;material contractual obligations are obligations,the fulfilment of which defines the contract andwhere the Customer may rely on compliance withsuch obligations;(b)

if, in the event of the violation of obligations within
the meaning of Section 241 (2) BGB, it is no longer
reasonable to expect the Customer to accept our
performance;(c)in the event of injury to life, limb and health;General Terms and Conditions of Sale for the Online Shopof Interroll Fördertechnik GmbH

(d)

11.2

11.3

11.4

where a guarantee for the quality of performance,
for the existence of a contractual 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 mandatory by law.

technology;

If we or our vicarious agents are responsible only forordinary negligence and none of the cases stated inparagraphs (a), (c), (d), (e), (g) and (h) of paragraph 11.1
exists, our liability shall be limited in amount to a maximumof EUR 3,000,000.00 and - also in the event of violation ofmaterial contractual obligations - to typical and foreseeabledamage when the contract was concluded. Any further
liability shall be excluded.
Any further liability for damages other than provided for in
the above paragraphs shall be excluded without regard forthe legal nature of the asserted claim. This shall apply inparticular to damage claims arising from fault whenconcluding the contract, due to other breach of duty or due
to claims in tort for compensation in respect of property
damages pursuant to Section 823 BGB.
Exclusion respectively limitation of liability pursuant toparagraphs 11.1 to 11.3 above shall apply to the same
extent in favour of our executive and non-executive
employees and other vicarious agents as well as our subcontractors.

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

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 Ausfuhrkontrolle [German
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 theassurance; otherwise we shall not be obliged to perform.

12.5

Where products are passed on, the Customer undertakes
to oblige other recipients in the same way and to notify themof the need to comply with such legal provisions.

11.5

Claims by the Customer for damages arising from thiscontractual relationship can be asserted only within apreclusion period of one (1) year as of commencement of
the statutory limitation period. This shall not apply if we areresponsible for fraudulent intent, intent or gross negligenceand in the cases pursuant to paragraph 11.1 (a) - (h). The
limitation period in the case of delivery recourse according
to Sections 445a, 445b BGB shall remain unaffected.

12.6

The Customer undertakes to indemnify us against all
damages which we incur due to the culpable violation of theforegoing obligations pursuant to Art. 12.1 to 12.5. The
scope of the damages to be reimbursed shall also include
the reimbursement of all necessary and reasonable
expenses, which we incur or have incurred, in particular thecosts and expenses for any legal defence and any official
administrative fines or penalties.

11.6

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

12.7

12.

Export control, Intra-Community trade

In the event of a culpable breach of the foregoingobligations pursuant to paragraphs 12.1 to 12.5 by the
Customer, we shall have the right to rescind the purchase
contract.

12.1

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

12.8

12.2

The export of certain goods can be subject to authorisation
e.g. because of their nature or their intended purpose or
final destination. This applies in particular to so-called dualuse items. The Customer shall be obliged to comply strictlywith the relevant export regulations and embargos for thesegoods (products, goods, software, technology), especiallyof the European Union (EU), Germany respectively of other
EU Member States and, if applicable, the USA.

The Customer confirms the correctness of the Customer’s
VAT ID number. The Customer undertakes to notify both
ourselves and the domestic tax authority competent for the
Customer immediately of any change in the Customer’s
name, address, company name and VAT ID number. If adelivery is treated as subject to tax due to faults inspecifying the name, company name, address or VAT ID
number, the Customer shall refund the tax to be paid by us
arising from this situation.

12.9

If double taxation occurs - purchase tax in the Customer’s
country, value added tax in Germany - the Customer shall
pay the excess value added tax paid, i.e. not owed due tothe purchase tax liability, to us, waiving the defence ofdisenrichment.

13.

Third-party property rights

12.3

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

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General Terms and Conditions of Sale for the Online Shopof Interroll Fördertechnik GmbH

13.1

We shall only be obliged to supply the products free of thirdparty rights or claims, which are based on industrial
property rights or other intellectual property and which wewere aware of when the contract was concluded or were
not aware of as a result of gross negligence, provided thatthe right or claim is based on industrial property rights orother intellectual property
(a)

13.2

(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 wehave expressly agreed in writing the use or sale ofour products in that third country with theCustomer.

If a third party makes justified claims against our customers
in respect of the products supplied by us pursuant toparagraph 1 above, we shall be liable to the Customer
within the period determined in paragraph 8.7 as follows:
(a)

(b)

13.3

according to the law of the Federal Republic of
Germany if our Customer has its registered officeor branch there; or

We shall at our option first attempt at our expense
to obtain either a right of use for the relevantdeliveries or change the products so that theproperty right is not infringed or exchange theproducts. If we cannot do so on reasonableconditions, the Customer shall be entitled to its
statutory rights which shall, however, be governedby these General Terms and Conditions of Saleand Delivery.
The Customer shall be obliged to notify us
immediately in writing of claims asserted by thethird party, not to acknowledge any infringement
and to reserve for us all defensive measures andsettlement negotiations. If the Customer ceases
using the products for reasons of loss minimisationor other good cause, the Customer shall beobliged to advise the third party of the fact thatcessation of use is not deemed to be an
acknowledgement of an infringement of property
rights. If the Customer is challenged by third
parties for infringement of property rights resulting
from the use of products supplied by us, theCustomer undertakes to notify us of this
immediately and to give us the opportunity toparticipate in any legal action. The Customer shallsupport us in every way in the conduct of such
legal action. The Customer shall not take any
action which might impair our legal position.

are changed by the Customer or mixed or used
together with products which were not supplied by
us.
13.4

Our liability according to paragraph 11 shall remain
unaffected.

14.

Confidentiality, Data protection

14.1

The Customer undertakes to keep confidential such facts,
documents and knowledge, which the Customer becomesaware of in the course of performing the business relations
with us and which contain technical, financial, business ormarket-related information about our company, if we havedesignated the respective information as subject toconfidentiality or we have an obvious interest in its
confidentiality (hereinafter collectively referred to asconfidential information). The Customer shall use theconfidential information solely for the purpose of
implementing and performing the contractual relationshipwith ourselves according to the contract and the individual
contracts based thereon.

14.2

Disclosure of confidential information to third parties by the
Customer shall require our express and prior writtenconsent.

14.3

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

14.4

Our obligation according to paragraph 1 shall not extend tocases where(a)the infringement of property rights results from thefact that, in manufacturing the products, we haveacted 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 by the Customer which we could notforesee or is caused by the fact that the products

Page 7 of 8(a)is state of the art in the public domain or thisinformation becomes state of the art without action
by the Customer; or(b)

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

In respect of the Customer's personal data, we shallobserve the relevant statutory provisions, in particular the
General Data Protection Regulation (GDPR). Personal dataof the Customer shall be collected, stored, processed andused by us if, insofar as and as long as this is necessary toestablish, perform or terminate the contract with theCustomer. Further collection, storage, processing and useof the Customer's personal data shall take place only if
legislation requires or permits this or the Customer has
consented to this. The Customer is aware that thecollection, processing and use of the contact data of the
Customer's contact partners (name, e-mail addresses etc.)
based on Art. 6 (1) b) GDPR is necessary to implement
measures prior to entering into a contract and to fulfil thecontract with the Customer. We have the right in particular
to transfer the data to third parties if and insofar as this isnecessary to take measures prior to entering into a contract
and to fulfil the contract (e.g. for delivery, invoicing or
customer service) pursuant to Art. 6 (1) b) GDPR or to fulfil
a legal obligation within the meaning of Art. 6 (1) c) GDPR.

General Terms and Conditions of Sale for the Online Shopof Interroll Fördertechnik GmbH

Furthermore, we shall forward such data to third parties(e.g. debt collection agencies) as appropriate also for the
purpose of enforcing claims according to Art. 6 (1) b) and/orf) GDPR.
In addition, our privacy policy applies which can be viewed
and printed out at https://www.interroll.com/de/privacy.
15.

Place of performance, Place of jurisdiction, Applicable
law

15.1

Place of performance for all contractual obligations is ourcompany’s registered office except where an obligation tobe performed at the Customer’s place of business is
assumed.

15.2

All disputes shall be settled, if legally admissible,
exclusively before a court of law which is competent for ourcompany’s registered office. We shall also have the right,
however, to bring an action against the Customer at theCustomer’s place of general jurisdiction.

15.3

All legal relations between the Customer and ourselves
shall be governed exclusively by the law of the Federal
Republic of Germany, in particular to the exclusion of the
UN Sales Convention (CISG).
Interroll Fördertechnik GmbH, Version 04/22

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