GENERAL TERMS AND CONDITIONS

General Provisions

1. These General Terms and Conditions govern the contractual relationship between us and our customers.
2. By accepting our offer, the customer agrees to these terms, including in cases where they deviate from or conflict, in whole or in part, with the customer’s own terms and conditions.
3. Any additional agreements, modifications, or ancillary arrangements shall only be valid if confirmed by us in writing.

Offers, Prices, and Deliveries

1. All offers are subject to change and non-binding.
2. Prices are quoted ex warehouse and are subject to the applicable value-added tax. Costs for packaging, freight, and transport insurance shall be borne by the purchaser.
3. If we are unable to meet even binding delivery deadlines due to force majeure or unavoidable events – including, but not limited to, adverse weather conditions, labor shortages, civil unrest, strikes, lockouts, energy shortages, failure of transport vehicles, mobilization, war, or other comparable serious disruptions – the customer may grant us a reasonable extension of no less than four weeks. Should this period expire without delivery and the customer no longer has an interest in the goods, he may withdraw from the contract by registered declaration
4. Claims for damages due to delay or non-performance shall only be admissible if gross negligence or intent on our part is proven.
5. For all deliveries – including CIF and FOB shipments as well as self-collection – the risk of transport shall pass to the customer once the goods have left the production facility or our warehouse, or once they have been handed over to a means of transport (including our own vehicles), to a forwarding agent, or to a carrier on the premises of the production facility or warehouse, irrespective of who bears the freight costs.

Terms of Payment

1. Unless otherwise expressly agreed in writing, invoices are payable immediately upon receipt of the goods, either in cash or by bank transfer, without any deductions.
2. Payments shall be applied first to unsecured claims, and otherwise to the oldest outstanding claims, including accrued interest and costs.
3. We are under no obligation to accept checks or bills of exchange. Should such instruments be accepted, this shall be on account of payment only, subject to proper clearance, and inclusive of all collection and discount charges. Endorsement or extension of such instruments shall not constitute settlement of the purchase price. We assume no liability for timely presentation of such documents.
4. The customer may offset only against claims that are undisputed or have been finally adjudicated. A right of retention may be exercised solely if it arises from the same contract of delivery.
5. In the event of late payment, we shall be entitled—without prejudice to any further rights—to charge default interest at the rate payable by us on borrowed funds, but no less than 4% above the prevailing discount rate of the Deutsche Bundesbank.

Retention of Title

1. All goods delivered by us shall remain our property until full settlement of all claims arising from the business relationship with the customer, including future claims. This retention of title shall also apply where individual claims have been included in a running account and the balance has been determined and acknowledged.
2. The customer is authorized to resell the goods subject to retention of title in the ordinary course of business. Pledging or transfer of ownership by way of security is prohibited. All claims arising from the resale of such goods are hereby assigned to us at the time the resale contract is concluded, and we hereby accept such assignment.
3. The customer shall notify us immediately in writing of any third-party actions affecting the goods subject to retention of title or the claims assigned to us, in order to enable us to intervene.
4. In the event of the customer’s default in payment, we shall be entitled to demand the return of the goods delivered under retention of title. Such repossession shall not constitute withdrawal from the purchase agreement unless expressly declared by us in writing.

Storage Conditions

1. For one-off contracts (single orders under which the goods must be called off in full by the customer by an agreed date, so that delivery can take place after such call-off), we charge the customer interim storage fees of 5% of the total order value per month. These charges become payable in accordance with our payment terms if the goods have not been called off within three months (free storage period) after the agreed delivery date. The calculation of storage costs begins on the day following the end of the free storage period. Storage costs cannot be offset against the purchase price/order value of the goods.
2. For framework contracts (orders placed for a defined contractual term with several successive partial call-offs for delivery), we will invoice the customer for 100% of the purchase price/order value of the last part of the order. This amount becomes payable in accordance with our payment terms if the last part has not been called off within three months after the scheduled call-off date. The amount is due irrespective of whether the customer subsequently calls off the last part. It will not be charged, however, if and to the extent the customer has already paid the purchase price/order value for that last part of the order.

Warranty

We warrant that devices and components supplied by us (excluding wear and consumable parts, system descriptions, and any accompanying software) (“goods”) are free from defects in accordance with the current state of the art applicable to the specific product type. This warranty applies for a period of 12 months from the date of invoice, subject to the following conditions:

1. The customer must inspect all deliveries carefully and completely upon receipt. Any visible defects or shortages must be reported to us in writing within seven days of receipt; otherwise, the delivery shall be deemed accepted. Warranty claims for defects that could have been identified prior to installation or processing shall lapse once the goods have been installed or processed.
2. Our warranty covers the agreed characteristics of the goods as well as defect-free material and workmanship in line with the prevailing state of the art. Insignificant deviations in color, dimensions, or other quality and performance features shall not constitute grounds for warranty claims.
3. Warranty claims shall only arise if defects occur despite proper use, care, and maintenance in accordance with instructions, under normal operating conditions, and with qualified personnel. No warranty applies to defects resulting from natural wear and tear, corrosion of individual parts, improper repairs, or unauthorized modifications by third parties. The same applies to external or mechanical damage or damage caused by environmental factors such as moisture, unsuitable temperatures, or electrical surges, unless attributable to us.
4. Returns of defective goods require our prior written authorization (in particular, a return authorization number). Goods must be returned free of charge in their original packaging or, if unavailable, in packaging providing equivalent protection. Returns must be accompanied by a defect description and supporting documents evidencing purchase and the warranty claim (e.g., delivery notes and invoices).
5. For duly substantiated defects, we shall, at our discretion, either repair the goods or replace the defective goods or parts within a reasonable period. In all cases, transport risk for shipping to and from our premises remains with the customer. We shall bear the labor and material costs arising from justified warranty claims, as well as the cost of return shipment to the customer, provided the goods were returned to us free of charge.
6. Further claims by the customer, in particular for compensation of consequential damages, shall be excluded unless such damages result from the absence of warranted characteristics or from our willful misconduct or gross negligence.

Liability

1. Any advice provided to the customer, particularly regarding the use of the goods, is given without warranty. We accept liability for the suitability of the goods for specific machines or systems only if expressly confirmed in writing.
2. The customer’s claims for damages, irrespective of their legal basis—including tort claims—are excluded unless arising from our willful misconduct or gross negligence, or from the absence of expressly warranted characteristics. This exclusion also applies to claims for consequential damages, such as loss of data or loss of profits.

Place of Performance, Jurisdiction, and Final Provisions

1. The place of performance for all our deliveries and services, including carriage-paid deliveries, shall be Mönchengladbach. This also applies to all obligations of the customer, including payment obligations.
2. The exclusive place of jurisdiction for all disputes with merchants arising from or in connection with deliveries or other services shall be Mönchengladbach.
3. The laws of the Federal Republic of Germany shall apply. This also applies if the customer has its registered office abroad or if the goods are delivered abroad.
4. Any amendments or supplements to these General Terms and Conditions must be made in writing to be legally effective.
5. Should any provision of these General Terms and Conditions be or become invalid, the validity of the remaining provisions shall remain unaffected. In such a case, the parties shall replace the invalid provision with a legally permissible provision that most closely reflects the intended legal and economic purpose.
   Mönchengladbach, September 2025