General Terms and Conditions

I.  General

1. The following terms and conditions shall apply to all our consultations, offers, sales and deliveries between us and our customer. We hereby expressly object to any terms and conditions of purchase of our customer that conflict with our terms and conditions or the statutory provisions in whole or in part. They shall not become part of the contract even if we perform the service in the knowledge of conflicting conditions. The following terms and conditions shall also apply to all future business relationships, even if they are not expressly agreed again, insofar as our customer knew or should have known them from a previous business relationship.
2. Verbal collateral agreements do not exist. Agreements deviating from these terms and conditions in individual cases, in particular with our agents, shall only be binding if confirmed by us in writing.

II. Offer and conclusion of contract

1. Our offer is always subject to change. Contracts, including those concluded at trade fairs or by our agents, shall only be concluded in accordance with our written order confirmation and only upon receipt by our customer. Our advertising material and brochures are not legally binding.
2. We reserve the right of ownership and copyright to illustrations, drawings, calculations and other documents. This also applies to such written documents that are designated as "confidential". Our customer requires our express written consent before passing them on to third parties.
3. The quality of the subject matter of the contract is described exclusively in our offers, order confirmations and associated documents, without this constituting a guarantee within the meaning of § 443 BGB.
4. Insofar as guarantees are assumed on our part, these are not to be understood as guarantees within the meaning of § 443 BGB, but as independent guarantee promises.

III. Deliveries and delivery periods

1. Delays shall not be at our expense if our customer does not fulfill his obligations to cooperate or does not do so in good time, in particular if he has to provide official approvals, execution plans, documents for the specification of the subject matter of the contract, clarification of all technical details and down payments.
2. If, after conclusion of the contract, there are indications that our customer's ability to perform is at risk, e.g. default and suspension of payment, application for the opening of insolvency proceedings, assignment of current assets as security, unfavorable information from banks or credit institutions or credit insurers, we shall be entitled to refuse our services and, after setting a deadline for the provision of security in the form of directly enforceable bank guarantees or bank guarantees or advance payments, to withdraw from the contract and/or demand compensation. No deadline shall be set if the risk to our customer's ability to perform is obvious.
3. Our confirmed delivery deadlines are non-binding departure dates. In the case of divisible deliveries, we are entitled to make partial deliveries and, with appropriate prior information, also to make early deliveries.
4. In the case of call-off orders, a reasonable delivery period shall be deemed to have been agreed, which may not be less than 6 weeks after the call-off. If production and acceptance dates have not been agreed, we may demand a binding determination of these no later than 3 months after order confirmation. If our customer does not comply with this request within 3 weeks after sending our letter to this effect, we shall be entitled to set a 2-week grace period and, after its fruitless expiry, to demand compensation and/or to withdraw from the unfulfilled part of the contract. The same shall apply if, after expiry of the delivery period, the subject matter of the contract or parts thereof have not been received or have not been delivered through the fault of our customer.
5. If circumstances for which we are not responsible make the execution of accepted orders more difficult, delayed or impossible, we are entitled to postpone the delivery or remaining delivery or partial delivery for the duration of the hindrance or to withdraw from the contract in whole or in part without the customer being entitled to claims for damages. We are not responsible, for example, for official interventions, operational disruptions, strikes, lockouts, labor disruptions caused by political or economic circumstances, shortages of necessary raw materials and supplies, material shortages, energy supply difficulties, transport delays due to traffic disruptions or unavoidable events that occur at our company, our subcontractors or in external companies on which the maintenance of our own operations depends. The above shall also apply if these events occur at a time when we are in default.
6. Our customer may only set us a grace period for delivery if the agreed delivery date has been exceeded by more than 2 weeks. This grace period must be reasonable and must be at least 3 weeks. After fruitless expiry of the grace period, our customer may withdraw from the contract. A claim for damages against us for breach of duty is excluded, unless we have acted with at least gross negligence or there has been personal injury.
7.  The period between delivery and commissioning of the cleaning system may not exceed 30 days.

IV. Prices and terms of payment

1. Our prices for deliveries are "ex works" EXW in accordance with Incoterms 2020 excluding statutory VAT, unless otherwise agreed.
2.  If, after conclusion of the contract, there are changes in the basis of calculation due to higher wage and material costs, an increase in the legally applicable value added tax or other circumstances, in particular technically justified changes in calculation, we shall be entitled to increase the contractual price in reasonable proportion to the change in the basis of calculation that has occurred.
3. Invoices are payable in the agreed currency within 30 days of the invoice date without deduction or as agreed.
4. Payments shall only be deemed to have been effected when we can finally dispose of the amount. Payments by bill of exchange and check shall only be accepted on account of performance and by special agreement. Discount and bill charges shall in any case be borne by our customer. If payment by bill of exchange is agreed, the term of the bill of exchange shall not exceed 90 days from the invoice date.
5. Partial deliveries shall be invoiced immediately and shall each be due for payment separately, irrespective of the completion of the entire delivery.
6. Our customer shall only be entitled to set-off rights if his counterclaims have been legally established, are undisputed or have been recognized by us. In addition, he is authorized to exercise a right of retention insofar as a counterclaim is based on the same contractual relationship.

V. Retention of title

1. We reserve title to the purchased item until all payments from the delivery contract have been received. If the customer acts in breach of contract, in particular in the event of default of payment, we shall be entitled to take back the purchased item. If we take back the purchased item, this shall not constitute a withdrawal from the contract unless we have expressly declared this in writing. The seizure of the purchased item by us shall always constitute a withdrawal from the contract. After taking back the purchased item, we shall be authorized to sell it; the proceeds from the sale shall be offset against the customer's liabilities - less reasonable selling costs.
2. The customer is obliged to treat the purchased item with care; in particular, he is obliged to insure it adequately at his own expense against fire, water damage and theft at replacement value. If maintenance and inspection work is required, the customer must carry this out in good time at his own expense.
3. In the event of seizures or other interventions by third parties, the customer must inform us immediately in writing so that we can file a suit in accordance with § 771 ZPO (German Code of Civil Procedure). If the third party is not in a position to reimburse us for the judicial and extrajudicial costs of an action pursuant to § 771 ZPO, the customer shall be liable for the loss incurred by us.
4. The customer shall be entitled to resell the purchased item in the ordinary course of business; however, he hereby assigns to us all claims in the amount of the invoice amount (including VAT) of our claim which accrue to him from the resale against his customers or third parties, irrespective of whether the purchased item has been resold without or after processing. The customer shall remain authorized to collect this claim even after the assignment. Our authorization to collect the claim ourselves remains unaffected by this. However, we undertake not to collect the claim as long as the customer meets his payment obligations from the proceeds received, is not in default of payment and, in particular, no application for the opening of bankruptcy, composition or insolvency proceedings has been filed and payments have not been suspended. If this is the case, however, we can demand that the customer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment.
5. The processing or transformation of the purchased item by the customer is always carried out on our behalf. If the purchased item is processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the purchased item (invoice amount, including VAT) to the other processed items at the time of processing. In all other respects, the same shall apply to the item created by processing as to the purchased item delivered under reservation of title.
6. If the purchased item is inseparably mixed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the purchased item (invoice amount, including VAT) to the other mixed items at the time of mixing. If the mixing takes place in such a way that the customer's item is to be regarded as the main item, it is agreed that the customer shall transfer co-ownership to us on a pro rata basis. The customer shall keep the resulting sole ownership or co-ownership for us.
7. The customer shall also assign to us the claims to secure our claims against him which arise against a third party through the combination of the purchased item with a property.
8. We undertake to release the securities to which we are entitled at the customer's request to the extent that the realizable value of our securities exceeds the claims to be secured by more than 10%; we shall be responsible for selecting the securities to be released.

VI. Transfer of risk

1. The subject matter of the contract shall be shipped by us "ex works" EXW (Incoterms 2020) at our customer's risk, even if the freight and other costs are borne by us. Otherwise, we shall only insure the subject matter of the contract against damage in transit if expressly instructed to do so in writing and for the account of our customer.
2. If collection has been agreed and this does not take place within 8 days of the agreed date, we shall ship the goods using a shipping method that we consider economical at the expense of our customer or by agreement.
3. The risk shall pass to our customer when the subject matter of the contract is handed over to our customer, the first carrier or forwarding agent. This shall also apply to individual partial deliveries and if we have assumed the shipping costs.
4. If shipment is delayed at the request of our customer or if there is a delay in acceptance, the risk shall pass upon notification of readiness for shipment. The object of the contract shall then be stored in the name and at the expense of our customer.
5. Transport packaging and all other packaging in accordance with the packaging regulations will not be taken back, with the exception of pallets. Our customer is obliged to dispose of the packaging at his own expense.

VII. Liability for defects

1. Claims for defects on the part of the customer presuppose that the customer has properly fulfilled his obligations to inspect the goods and give notice of defects in accordance with § 377 HGB (German Commercial Code).
2. If there is a defect in the purchased item, the customer shall be entitled to choose between subsequent performance in the form of rectification of the defect or delivery of a new defect-free item. We are entitled to refuse the type of subsequent performance chosen by the customer if it is only possible at disproportionate cost. The place of fulfillment is the respective delivering plant. Excluded from the warranty are wearing parts such as cutting punches, dies, milling cutters, bearings, consumables, dosing heads, dosing needles and contacting accessories, etc. after expiry of the manufacturer's guaranteed operating time.
3. If the subsequent performance fails, the customer shall be entitled, at his discretion, to demand rescission or reduction.
4. We shall not be liable for defects caused by parts that we have not supplied and installed, for modifications made without our written consent, for repairs carried out improperly by the purchaser or a third party or for normal wear and tear.
5. We shall be liable in accordance with the statutory provisions if the customer asserts claims for damages based on intent or gross negligence, including intent or gross negligence on the part of our representatives or vicarious agents. Insofar as we are not accused of intentional breach of contract, the liability for damages shall be limited to the foreseeable, typically occurring damage.
6. We shall be liable in accordance with the statutory provisions if we culpably breach a material contractual obligation; in this case, however, our liability for damages shall be limited to the foreseeable, typically occurring damage.
7. All claims for damages (loss of profit, loss of production, recall costs, etc.) and consequential damages of any kind are hereby expressly excluded.
8. Liability for culpable injury to life, limb or health remains unaffected; this also applies to mandatory liability under the Product Liability Act.
9. Unless otherwise stipulated above, liability is excluded.
10. The limitation period for claims for defects is 12 months, calculated from the transfer of risk.

VIII. Joint and several liability

1. Any further liability for damages other than that provided for in paragraph VII is excluded, irrespective of the legal nature of the claim asserted. This applies in particular to claims for damages arising from culpa in contrahendo, other breaches of duty or tortious claims for compensation for property damage in accordance with § 823 BGB.
2. Insofar as our liability for damages is excluded or limited, this shall also apply with regard to the personal liability for damages of our employees, workers, staff, representatives and vicarious agents.

IX. Property rights

1. We shall be entitled to the copyrights and, if applicable, industrial property rights to the designs, drawings, software and devices created by us or by a third party on our behalf, even if our customer has assumed the costs for this.
2. We have no knowledge of any industrial property rights of third parties which would restrict the use of the purchased goods. However, we shall not be liable for the fact that the goods supplied by us infringe an industrial property right in the country of destination.

X. Other provisions

1. German law shall apply exclusively. The application of the UN Convention on Contracts for the International Sale of Goods is excluded. In the case of work performance, the Contracting Rules for Construction Work (VOB) Parts B and C, as amended at the time of submission of the offer, shall also form an integral part of the contract.
2. We are entitled to process the data received from our customer on the basis of the business relationship in accordance with the provisions of the Federal Data Protection Act, in particular to transmit the data required for credit insurance to the credit insurers.
3. The assignment of claims to which our customer is entitled against us from the business relationship is excluded.
4. Unless otherwise stated in the order confirmation, our place of business shall be the place of performance.
5. The place of jurisdiction in all cases, including for all future claims arising from the transaction, including those arising from bills of exchange, checks and other documents, shall be the court responsible for the place of performance of the payment. We reserve the right to submit all disputes to another court of jurisdiction or to a court of arbitration.
6. Should one of the above conditions be legally invalid, this shall not affect the validity of the acceptance provision and the rest of the contract. Any provisions that become invalid shall be replaced by new provisions that have the same economic purpose. Insofar as provisions have not become part of the contract, the content of the contract shall then be governed by the statutory provisions.

SYSTRONIC Produktionstechnologie GmbH & Co KG
Daimlerstr. 1
D-74389 Cleebronn

February 2023