General Conditions of Sale and Delivery (“Conditions of Sale”), Status: 01/2022
1.

Scope of Validity: Our deliveries and services are exclusively subject to theseConditions of Sale. Terms that vary (a) from them or (b) those specified by law – inparticular the Purchaser's conditions of purchase – shall only be considered binding
insofar as they are confirmed by us in writing. Our delivery of goods, performance ofservices or acceptance of payments does not constitute a recognition on our part ofconditions that vary from these general terms and conditions.
2. Quotations, Contracts: Our offers are made subject to confirmation. A contract is only
formed when we give written order confirmation or when orders are fulfilled by us.
3. Amendments of the Conditions of Sale and of Contracts; stipulation regarding
written form (for any amendments):
3.1 Amendments or supplements to these Conditions of Sale including this stipulation must
be made in writing. "In writing" within the meaning of these Conditions of Sale means theuse of text form (email, fax or machine-generated letters). The same shall apply, unlessotherwise agreed upon in writing therein, to the amendment, supplementation ortermination of a contract concluded on the basis of these Conditions of Sale.
3.2 Any statements or notifications issued by the Purchaser shall also be made in writing.
4. Prices: Unless otherwise agreed in writing, our prices are quoted ex works and do notinclude the cost of packing. Value added tax shall be payable separately in the statutory
amount in effect on the invoice date.
5. Payment, Assignment of Payment Claims, Delay of Payment, Set-off:
5.1 Unless agreed otherwise in writing, payment to us by the Purchaser has to be effected
no later than 5 days after delivery of the goods or performance of the services.
5.2 Without any approval from the Purchaser we are also entitled to assign claims existing
against him. If the goods have been processed, combined or mixed by Purchaser withgoods of others the amount of the anticipatory assigned payment claims is restricted to
the value of the reserved goods.
5.3 In case of any delay of payment by the Purchaser, the Purchaser shall be in default.
During the period of default, interests shall be charged on the purchase price at theapplicable statutory default interest rate. We reserve the right to assert further damage
caused by default.
5.4 Set-off by the Purchaser is permitted only with claims that are undisputed or have been
upheld by the final decision of a court of competent jurisdiction.
6. Place of Performance, Shipment:
6.1 The place of performance of delivery or service shall be our place of supply or storage.
6.2 If shipment of the goods has been agreed upon, we shall ship the goods at Purchaser’srisk. Furthermore, we shall specify the manner of shipment, the shipment route and thecarrier.
7. Partial Shipment and Performance: Partial shipment and performance shall bepossible in an acceptable scope.
8. Delivery Schedules, Delay:
8.1 If we fail to comply with agreed-to delivery or performance schedules or othercontractual obligations, the Purchaser shall establish an additional delivery period ofreasonable length of at least three (3) weeks.
8.2 If delivery or performance is not effected by the end of the additional delivery period andif the Purchaser for this reason intends to exercise his option of withdrawing from thecontract or claiming damages instead of delivery, the Purchaser shall expressly warn us
beforehand by requesting delivery or service and establishing a further additional
reasonable delivery or performance period.
9. Transport Insurance, Return of Packaging:
9.1 We are authorized to effect an appropriate transport insurance on behalf and at theexpense of the Purchaser in an amount at least equal to the invoiced value of the goods.
9.2. Insofar as we are obliged under mandatory statutory regulations to take back packaging
that is not subject to system-relevant packaging and the Purchaser is not a privatehousehold, the packaging shall be returned to our location in Trostberg. The disposal
shall be carried out at the Purchaser's expense.
10. Retention of Title:
10.1 The goods sold shall remain our property until all claims arising out of our business
relationship have been satisfied. If the goods have been processed or finished by thePurchaser, our retention of title shall extend to the new finished product.
10.2 If the goods have been processed, combined or mixed by the Purchaser with goods ofothers, we acquire co-ownership by fractional shares corresponding to the ratio of theinvoice value of our goods in relation to the total value of the other goods which havebeen processed, combined or mixed.
10.3 If our goods subject to retention of title are processed, combined or mixed with an item
belonging to a third party, the Purchaser shall furthermore hereby transfer his rights on
and in relation to the new product to us.
10.4 The Purchaser may, in the ordinary course of its business, resell any goods which aresubject to our retention of title. If, upon such resale, the Purchaser does not receive thefull purchase price in advance or upon delivery of such goods, it shall agree with its
customer on a retention of title in accordance with these conditions. The Purchaser
hereby assigns to us all its claims arising from such resale and its rights arising from thesaid agreement for retention of title. When required by us, the Purchaser shall advise
the respective customer of such assignment of rights and provide us with the informationand documents necessary to enforce our rights. The Purchaser shall only be entitled tocollect payments from claims assigned to us from such resale to any third party as longas the Purchaser properly satisfies its liabilities to us.
10.5 In the event that the securities granted to us exceed the value of our claims by morethan 15 percent, we shall, when requested by the Purchaser in written form, be obliged
to release securities which we deem appropriate to that extent.
10.6 In the exercise of our retention of title a withdrawal of contract can only then be seen if
we have declared this in writing beforehand.
11. Force Majeure, hardship: In the event of force majeure, we shall be released from ourdelivery and performance obligations to the extent of the disruption caused thereby andshall not be obliged to procure the goods from third parties instead. The same shallapply in the event of other events beyond our control, such as energy or raw material
shortages, labor disputes, official decrees, traffic or operational disruptions andcircumstances that make the performance of the affected business sustainably
uneconomical for us, or if sub-suppliers do not supply us, do not supply us on time or do
not supply us properly due to events of force majeure or for one of the aforementioned
reasons. If these events last longer than 3 months, we shall be entitled to withdraw fromthe contract.

12. Product Specifications: Unless otherwise agreed in writing, the contractual
characteristics of the products shall exclusively be based on the applicable productspecifications published by us. Specifications as to quality, durability and otherinformation shall only constitute guarantees if they are agreed in writing. Further
written and verbal information about our products, equipment, plants, applications
and processes is based on research work and our practical experience. We provide
the results obtained therefrom without assuming any liability beyond the respective
individual contract to the Purchaser to the best of our knowledge, but we reserve
the right to make changes and further developments. This information shall not
release the Purchaser from the obligation to verify the suitability of our products
and processes for the use or application intended by the Purchaser. This shall also
apply to the protection of third party intellectual property rights.
13. Complaints: All Purchaser complaints, particularly those regarding the quality or
quantity of the goods, must be submitted to us in writing without delay, but not later
than ten (10) days after receipt of the delivery of the goods or service (in the caseof latent defects without delay, but no later than ten (10) days from the date such
defect(s) has/have been discovered or, if they have not been discovered, the time
when they could have been discovered during a reasonable inspection). If thePurchaser does not advise us of complaints or notices of defects in accordancewith such deadlines or in the agreed form, our deliveries or services are deemed tobe without defect with respect to the complaint or notice being not timely or notaccording to the agreed form. If the Purchaser knowing of defects accepts ourdeliveries or services, the Purchaser shall only be entitled to rights deriving fromsuch defects if the Purchaser has expressly reserved such rights without delay, atthe latest, however, within 10 days of receipt, in writing.
14. Rights of the Purchaser in Case of Defects:
14.1 The Purchaser cannot derive any rights from the defectiveness of our delivery orservice insofar as there is only an insignificant deviation from the agreed quality. In
the event of justified claims arising from the quality of the delivered goods orservices, we reserve the right, solely at our discretion, to either replace or repair thegoods. For this, we always are to be given the opportunity within reasonable time. If
our repair or replacement fails to remedy the defects, the Purchaser shall beentitled to either adjust the purchase price or withdraw from the contract.
14.2 Furthermore the Purchaser may claim damages pursuant to statutory requirements
and reimbursements of expenses incurred for the purpose of subsequent
performance. In all other respects, Section 15 shall apply to the compensation fordamages and expenses.
14.3 Purchaser's claims for recourse against us shall exist only to the extent that thePurchaser has not entered into any agreements with its customers exceeding thestatutory claims. Any recourse of the Purchaser against us under §445 (a) of theGerman Civil Code (BGB) shall be excluded.
15. Liability; Compensation:
15.1 Claims for damages and reimbursement of expenses of the Purchaser, irrespectiveof the legal grounds, in particular due to breach of duties arising from thecontractual obligation and/or tort, against us, our legal representatives, employees
or vicarious agents shall only exist if we, our legal representatives, employees orvicarious agents have acted intentionally or grossly negligently or if the breachedduty is essential for achieving the purpose of the contract and the Purchaser hasrelied and may have relied on its compliance (essential duties). In the case of abreach of essential obligations due to simple negligence, our liability for damages
shall be limited to the foreseeable damage typical for a contract of this nature, andshall amount to €100,000 or the invoice value of the goods or services concerned
if this value exceeds €100,000.
15.2 The aforementioned limitation of liability or of damages shall apply to all our liability
under these Conditions of Sale but shall not apply in cases of damage to life, bodyor health under the Act on Liability for Defective Products (Product Liability Act) orin other cases of mandatory liability.
16. Limitation of Actions:16.1 The Purchaser’s claims for warranty, damages or reimbursements shall expire one
year from the commencement of the statute of limitation stipulated by law. If theclaims refer to a product that was used appropriately in construction (buildingmaterial) and has caused the building to be defective, the statute of limitation shallbe five (5) years.
16.2 The above statute of limitation stipulated by law shall also apply to contractual andnon-contractual claims for damages of the Buyer based on a defect of the goods,
unless the application of the statutory limitation period would lead to a shorter
limitation period in the individual case.
16.3 The above statutes of limitations shall not apply if we have acted intentionally or if
the Act on Liability for Defective Products (Product Liability Act) or other statutory
requirements mandate our liability in the event of damage to life, body or health ofothers.
17. Compliance with Statutory Regulations:17.1 Unless otherwise agreed in writing with the Purchaser in individual cases, thePurchaser shall be responsible for compliance with statutory and regulatory
requirements for the import, transport, storage, use, resale and exportation of theproducts. In particular, the Purchaser undertakes not to sell and/or deliver thesegoods to third parties or to use them himself•
for the purpose of developing or manufacturing biological, chemical or nuclear
weapons;•
for the purpose of the illegal manufacture of drugs;•by violating embargoes;•by violating any registration or reporting requirements imposed by law; or•without the authorizations required by the applicable legal regulations
The Purchaser shall compensate us for all issues and damages and indemnify us
against all civil, administrative and criminal claims resulting from the Purchaser's
breach of the aforementioned obligations.
17.2 If, at the time of delivery/service, (i) a statutory or official authorization requirement
exists for the purpose of exporting our delivery/service and the authorization forexport applied for in this respect has not been granted, (ii) an existing trade ban
prohibits this at the time of delivery/service and/or (iii) in the case of a product18.

registration requirement, registration has not been applied for or granted at the time ofdelivery/service, we shall be entitled to withdraw from the contract.
Place of Jurisdiction: If the Purchaser is a merchant, the exclusive place ofjurisdiction shall be our commercial domicile. If we institute legal proceedings against
the Purchaser, we have the option to also institute legal proceedings at thePurchaser's place of jurisdiction.

19. Applicable Law: All legal relationships between the Purchaser and us shall begoverned by the substantive law of the Federal Republic of Germany excluding theUN Convention on Contract for the International Sale of Goods.
20. Trade Terms: If any trade terms have been agreed pursuant to the International
Commercial Terms (INCOTERMS), they shall be interpreted and applied according
to INCOTERMS 2020.
21. Partial invalidity: Should any of these Conditions of Sale be deemed wholly or
partly invalid, this shall have no effect on the validity of the remaining conditions.