GENERAL TERMS & CONDITIONS FOR COMMERCIAL CUSTOMERS

• 1 Scope of application

(1) These conditions of sale apply exclusively to entrepreneurs, legal persons of public law or public special funds within the meaning of § 310 Paragraph 1 BGB (German Civil Code). Any conditions of the customer which deviate from or deviate from our terms of sale shall only be recognized if we expressly agree to the validity in writing.

(2) These sales conditions also apply to all future transactions with the customer, as far as legal transactions of a related nature are concerned.

• 2 Offer and conclusion of contract

(1) The offers and prices of Werth Systems GmbH are always free and non-binding.

(2) If an order can be viewed as an offer according to § 145 BGB (German Law), we can accept it within two weeks. The contract with the customer only comes about by the written order confirmation of Werth Systems GmbH.

• 3 Authorized documents

All documents submitted to the customer in connection with the assignment of the order, eg calculations, drawings, etc., we reserve the right to property and copyrights. These documents may not be made available to third parties, unless we give the customer our express written consent. If we do not accept the offer of the customer within the time limit of § 2, these documents must be returned to us without delay.

• 4 Prices and payment

(1) Unless otherwise agreed upon in writing, our prices ex works excluding packing, freight and plus value added tax. Costs of packaging and freight shall be invoiced separately.

(2) All claims are due with invoice delivery. Payment of the purchase price must be made exclusively to the known account. The deduction of cash discount is only permissible with a written special agreement.

(3) Unless otherwise agreed, the purchase price shall be paid immediately upon delivery. Interest on arrears of 5% above the respective base rate p.a. calculated. The assertion of a higher damage caused by default remains reserved.

(4) Unless a fixed price agreement has been made, reasonable price changes shall remain due to changes in wage, material and distribution costs for deliveries made 3 months or later after conclusion of the contract.

(5) Partial deliveries and separate partial invoices shall be met.

(6) If an installment payment has been agreed in writing with the customer, all outstanding claims arising from the current business relationship shall be due immediately in case of default by the customer with two installments. § 5 Offsetting and Retention Rights The customer is only entitled to the set-off if his counterclaims are legally established or undisputed. The customer is only entitled to exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship. The assertion of rights of retention from claims other than those of this contract shall be excluded.

• 6 Delivery time

(1) The beginning of the delivery time specified by us shall require the timely and proper fulfillment of the customer’s obligations. The exception of the unfulfilled contract remains reserved.

(2) If the customer is in default of acceptance or if he culpably infringes any other cooperation obligations, we are entitled to demand compensation for the damage incurred, including any extra charges. We reserve the right to make further claims. If the above conditions are met, the risk of accidental loss or accidental deterioration of the purchased goods is transferred to the customer at the time when the customer has been in default of acceptance or default.

(3) Delivery and performance periods are only binding if they have been agreed in writing. Unless otherwise agreed in writing, delivery shall be made at the cost and risk of the customer.

(4) Can Werth Systems GmbH not comply with the agreed delivery and performance periods due to a circumstance which is not responsible for it, including force majeure, disruption of self-supply, strike, lock-out, etc., it may demand an appropriate postponement of the agreed dates Or because of the part of the contract which has not yet been fulfilled.

(5) If the goods ordered by the customer are not available, in particular because Vendor Werth Systems GmbH does not deliver despite the contractual obligation, Werth Systems GmbH is entitled to withdraw. In this case, Werth Systems GmbH will immediately notify the customer that the product is not available. Already performed services are refunded.

(6) A claim of the customer for damages due to delays in delivery shall be excluded in the case of ordinary negligence. Liability to the amount of the foreseeable damage, however, is limited to a maximum of 5% of the delivery value. Werth Systems GmbH reserves the right to withdraw from the contract if the delay in delivery caused by one of the above events lasts longer than six weeks and this is not the responsibility of Werth Systems GmbH. Further legal claims and rights of the customer due to a delay in delivery shall remain unaffected.

• 7 Transfer of risk on dispatch

If the goods are dispatched to the customer at the request of the customer, the risk of accidental loss or accidental deterioration of the goods shall pass to the customer upon dispatch to the customer, at the latest upon leaving the factory / warehouse. This applies irrespective of whether the goods are dispatched from the place of performance or who bears the freight costs.

• 8 Reservation of proprietary rights

(1) We retain title to the goods delivered until full payment of all claims arising from the delivery contract. This also applies to all future deliveries, even if we do not always expressly refer to them. We are entitled to take back the purchased item if the customer behaves in breach of contract. In the event of a delay in payment, also from other and future deliveries or services of Werth Systems GmbH to customers, or in the event of the Client’s assets being forfeited, Werth Systems GmbH may enter the business premises of the customer and take the reservation goods as such. The assertion of the retention of title or the seizure of the delivery item by Werth Systems GmbH shall not be regarded as a withdrawal of the contract if the customer is a merchant.

(2) The customer is obligated, as long as the property has not yet passed on to him, to treat the purchased item with care. In particular, he is obliged to insure these at his own expense against theft, fire and water damage at his own expense. If maintenance and inspection work is to be carried out, the customer must carry it out in good time at his own expense. As long as the property has not yet passed, the customer has to notify us without delay in writing if the delivered item is seized or other interferences by third parties. If the third party is not in a position to reimburse us for the court and extrajudicial costs of an action pursuant to § 771 ZPO, the customer shall be liable for the loss incurred by us.

(3) The customer is entitled to resell the reserved goods in normal business transactions. The Customer hereby assigns the customer’s claims arising from the resale of the reserved goods to us in the amount of the final invoice amount (including value-added tax) agreed with us. This assignment applies irrespective of whether the purchased item has been resold without or after processing. The customer remains authorized to collect the claim even after the assignment. Our power to collect the claim ourselves remains unaffected. However, we will not collect the receivables as long as the customer complies with his payment obligations from the revenue collected, is not in arrears with payment and, in particular, no application for opening insolvency proceedings is filed or payment has been made

(4) The processing and transformation of the purchased goods by the customer always takes place on behalf of and on behalf of us. In this case, the customer ‘s right to be entitled to the purchase is continued on the changed item. If the object of purchase is processed with other items not belonging to us, we acquire the co-ownership of the new item in the ratio of the objective value of our purchased item to the other processed items at the time of the processing. The same applies to the case of mixing. Insofar as 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 transfers to us proportionate co-ownership and keeps the resulting all-ownership or co-ownership for us. In order to safeguard our claims against the customer, the customer also assigns to us those claims which arise from the combination of the reserved goods with a property against a third party; We are already accepting this assignment.

(5) We undertake to release the securities to which we are entitled at the customer’s request insofar as their value exceeds the claims to be secured by more than 20%.

• 9 Warranty and notification of defect as well as recourse / manufacturer regress

(1) The purchaser’s warranty rights presuppose that the customer has properly complied with his inspection and complaint obligations pursuant to § 377 HGB.

(2) A defect exists if the goods do not have the agreed upon nature at risk transfer or are not suitable for the contractually agreed use. A defect does not exist in the case of slight deviations, in particular in relation to shop or brochure illustrations. Technical alterations as well as changes in form, color and / or weight are reserved within the scope of the reasonable.

(3) The customer shall inform Werth Systems GmbH in writing of a manifest defect of the delivered goods within one week after delivery in writing. Failure to do so will result in the exclusion of defects.

(4) A quality and / or durability guarantee is only valid if Werth Systems GmbH has agreed in writing with the customer.

(5) If the supplementary performance fails, the customer may withdraw from the contract or reduce the remuneration, without prejudice to any claims for damages.

(6) Defects must be reported immediately in writing and as detailed as possible. In the event of the occurrence of defects, Werth Systems GmbH may, at its discretion, fulfill the warranty claims of the customer by removing the defect or substitute delivery (supplementary performance). However, the customer has the right to reduce the supplementary performance in case of failure or to rescind the contract at his choice. With the consent of the customer – which is permitted by e-mail – a credit note may be issued instead of the supplementary performance, whereby the goods must then be returned to Werth Systems GmbH. When returning the goods, the original packaging must be enclosed where possible; However, this is not to be used as transport packaging. We would like to point out that Werth Systems GmbH does not accept any non-free consignments.

(7) We shall always be given the opportunity to supplement the defect within a reasonable period. The reduction for negligible defects is excluded.

(8) If the customer has invaded the goods himself or through third parties without the prior written consent of Werth Systems GmbH, it is assumed that the defect has arisen as a result. The customer thereby loses his / her minor, unless he / she proves that the deficiencies are not due to its intervention.

(9) The customer’s claims for defects become statute barred within 24 months from delivery. For used goods the deadline is 0 months. Prior to returning the goods our permit is to be requested.

(10) Claims of the customer due to the expenses necessary for the purpose of supplementary performance, in particular transport, path, work and material costs shall be excluded insofar as the expenses increase because the goods delivered by us subsequently to a location other than the branch office Of the customer, unless the shipment corresponds to its intended use.

(11) Customer’s claims against us shall only exist insofar as the customer has not entered into any agreements with his customer beyond the legally compulsory claims for defects. In addition, paragraph 6 shall apply mutatis mutandis to the scope of the customer’s recourse against the supplier.

(12) Unless otherwise specified in these provisions, any further claims of the customer – irrespective of the legal grounds – are excluded. Werth Systems GmbH is therefore not liable for damages that have not occurred to the delivery item itself, in particular, Werth Systems GmbH is not liable for lost profits or other assets of the customer. The exclusion also applies in particular to claims due to negligence in the conclusion of the contract, infringement of subsidiary obligations and producer liability pursuant to § 823 BGB. This exemption from liability does not apply if the cause of the damage is based on intent or gross negligence. It shall also not apply if the customer asserts claims for damages due to non-fulfillment due to the lack of property security covering the consequential damage risk. Insofar as Werth Systems GmbH negligently violates a contractually essential duty, the liability for damage to property and personal injury of Werth Systems GmbH is limited to the replacement of its product liability insurance. In all cases, the obligation to pay compensation is limited to the foreseeable damage at the time of conclusion of the contract. The foregoing exclusion of liability and limitations shall not apply to claims under the Product Liability Act or due to initial inability or Werth Systems GmbH’s impossibility of representation. As far as liability of Werth Systems GmbH is excluded or limited, this also applies to the personal liability of the employees, employees, employees, representatives and vicarious agents.

• 10 Other

(1) This Agreement and the entire legal relations of the parties shall be governed by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

(2) The place of fulfillment and exclusive court of jurisdiction and for all disputes arising from this contract shall be our place of business, unless otherwise stated in the order confirmation.

(3) All agreements made between the parties for the purpose of the execution of this contract are set down in writing in this contract.

(4) Should individual provisions of this contract be or become ineffective or contain a gap, the remaining provisions shall remain unaffected. The parties undertake to adopt such a legally permissible regulation which comes closest to the economic purpose of the ineffective regulation instead of the ineffective regulation.

(5) This General Terms & Conditions is only a translation of the German “Allgemeine Geschäftsbedingungen” (AGB). The original AGB, written in German language, has priority over the General terms and Conditions and only the wording of the AGB is binding.

German AGB