General Terms and Conditions

1. SCOPE OF APPLICATION

1.1 These General Terms and Conditions of Sale (“GTC”) apply to all deliveries, services, and offers provided by KERAFOL keramische Folien GmbH & Co. KG (“we” or ‘us’) to its buyers (“buyer”), insofar as these are entrepreneurs (§ 14 BGB), legal entities under public law, or special funds under public law.

1.2 The GTCS apply in particular to contracts for the sale and/or delivery of movable goods (“goods”), regardless of whether we manufacture the goods ourselves or purchase them from suppliers (§§ 433, 650 BGB). Unless otherwise agreed, the GTC shall apply in the version valid at the time of the Buyer's order or, in any case, in the last version communicated to the Buyer in text form as a framework agreement for similar future contracts, without us having to refer to them again in each individual case. The current version of these GTC can be found at the URL: https://www.kerafol.com/agbs/

1.3 Our General Terms and Conditions apply exclusively. Any deviating, conflicting, or supplementary general terms and conditions of the buyer shall only become part of the contract if and to the extent that we have expressly agreed to their validity. The buyer's general terms and conditions are hereby rejected. This requirement of consent applies in all cases, for example, even if we carry out the delivery to the buyer without reservation in full knowledge of the buyer's general terms and conditions. Unless otherwise agreed, these GTC also apply to our future services to the buyer.

1.4 Individual agreements made with the buyer in individual cases (including collateral agreements, supplements, and amendments) shall in any case take precedence over these GTC. Subject to proof to the contrary, a written contract or our written confirmation shall be decisive for the content of such agreements. In case of doubt, trade clauses shall be interpreted in accordance with the Incoterms® published by the International Chamber of Commerce in Paris (“ICC”) in the version valid at the time of conclusion of the contract.

1.5 Legally relevant declarations and notifications relating to the contract that are to be made to us by the buyer after conclusion of the contract (e.g., setting deadlines, notifications of defects, declarations of withdrawal or reduction) must be made in writing or text form (e.g., letter, email, fax) to be effective. Statutory formal requirements and further evidence, in particular in cases of doubt about the legitimacy of the declarant, remain unaffected.

1.6 References to the validity of statutory provisions are for clarification purposes only. Even without these, the statutory provisions apply unless they are directly amended or expressly excluded in these GTC.

2. CONCLUSION OF THE AGREEMENT, DOCUMENTS

2.1 Our offers are subject to change and, unless otherwise stated, are limited to 30 calendar days. This also applies if we have provided the buyer with catalogs, technical documentation (e.g., drawings, plans, calculations, references to DIN standards), other product descriptions, or documents—including in electronic form—to which we reserve ownership rights and copyrights. Drawings and other documents provided by us in connection with offers must be returned upon request at any time and in any case if the order is not placed with us.

2.2 A contract is only concluded when we confirm the order in writing or in text form. Our order confirmation in writing or text form shall be solely authoritative for the time, type, and scope of our delivery. If we do not confirm the order in writing or in text form, the contract shall be concluded at the latest upon execution of the order in accordance with our General Terms and Conditions. Telephone or verbal statements made by our representatives must be confirmed in writing or in text form to be legally effective.

2.3 We are entitled to procure the material for the entire order and to manufacture the entire order quantity immediately. Any change requests by the buyer can therefore no longer be taken into account after the order has been placed, unless this has been expressly agreed.

2.4 Our sales staff are not authorized to make verbal side agreements or verbal assurances that go beyond the content of the written contract.

2.5 If necessary for production or planning reasons, we are entitled to deliver quantities to the buyer that are up to 10% above or below the agreed quantity.

3. SERVICE DESCRIPTION

3.1 The quality of the delivery item and service is conclusively described by expressly agreed performance characteristics (e.g., specifications, markings, approval, other information). Qualities of the deliveries and services other than those expressly agreed are not owed. Any warranty for a specific purpose or a specific suitability, service life, or durability after the transfer of risk that goes beyond the warranty for this quality agreement shall only be assumed to the extent that this has been expressly agreed in writing; otherwise, the risk of suitability and use shall be borne exclusively by the buyer. We reserve the right to make deviations from physical and chemical properties, including colors, formulations, chemical impurities, processes, and the use of raw materials, which are customary in the trade or technically, in particular metrologically, unavoidable, provided this is not unreasonable for the buyer.

3.2 Information on the delivery item and service (e.g., in catalogs, product information, electronic media, or on labels, such as “best before” dates) is based on our general experience and knowledge and is only intended as a guideline or label. Neither this product information nor any expressly agreed performance characteristics or intended uses shall release the buyer from the obligation to test the suitability of the goods for the intended use and to take appropriate precautions, in particular with regard to storage. The plans, dimensional drawings, and similar documents attached to our offers are non-binding and represent only approximate information, which may need to be modified in individual cases and only become legally binding once they have become part of the concluded contract.

3.3 Information on the quality, durability, and possible uses of our goods does not constitute any guarantees, in particular not in accordance with § 443 BGB (German Civil Code), unless these are expressly designated as such in writing.

4. INFORMATION OBLIGATIONS OF THE BUYER

Prior to conclusion of the contract, the buyer must inform us of any legal, official, or other regulations that relate in particular to the execution of the delivery, assembly, operation, disease and accident prevention, export or import restrictions under foreign exchange law, and all official regulations that could delay or prevent delivery. The purchaser must ensure that all necessary official approvals are obtained in good time.

5. DELIVERY AND DELIVERY TIME

5.1 Delivery times are non-binding unless the delivery date has been expressly agreed as fixed, i.e., it has been specified in writing that the buyer has no further interest in the delivery after the date has passed. A confirmed delivery date is subject to correct, complete, and timely delivery to us. The delivery period shall be deemed to have been met if the delivery item has left our factory by the end of the delivery period or if we have notified the buyer that the delivery item is ready for shipment. The delivery period shall not commence until the buyer has duly fulfilled its respective obligations, such as providing technical data and documents, approvals, and a down payment or payment guarantee.

5.2 We are entitled to make partial deliveries. For small orders, i.e. orders for quantities that do not correspond to at least the minimum order quantity specified by us, we reserve the right to charge the price of the relevant packaging unit as a minimum quantity or a minimum cost flat rate.

5.3 Events of force majeure and other circumstances beyond our control that make it impossible to execute orders on time shall release us from our delivery obligation for the duration of their occurrence. This shall also apply if such events occur during an existing delay. Force majeure includes currency, trade policy, and other sovereign measures, strikes, lockouts, operational disruptions for which we are not responsible (e.g., fire, machine or roller breakage, raw material or energy shortages, cyberattacks), obstruction of transport routes, delays in import/customs clearance, and all other circumstances, such as pandemics in particular, regardless of which, that make deliveries significantly more difficult or impossible through no fault of our own. It is irrelevant whether these circumstances occur at our premises, at the supplier's premises, or at a sub-supplier's premises. If, due to the aforementioned events, the performance of the contract becomes unreasonable for one of the contracting parties, in particular if the performance of the contract is delayed by more than 6 months in essential parts, this party may declare the contract terminated. Accordingly, we do not assume any procurement risk. We shall be entitled to withdraw from the contract if, despite having previously concluded a corresponding purchase contract with a supplier, we do not receive the delivery item on our part; our liability for intent or negligence in accordance with clause 8 shall remain unaffected. We shall inform the buyer immediately of the late availability of the delivery item and, in the event of our withdrawal, shall immediately reimburse any consideration received.

5.4 The return of sold, defect-free goods is generally excluded.

5.5 The application to open insolvency proceedings or comparable proceedings under foreign law, the disclosure of financial information pursuant to Section 807 of the German Code of Civil Procedure (ZPO), payment difficulties or the disclosure of a significant deterioration in the buyer's financial circumstances entitle us to immediately suspend deliveries and refuse to fulfill current contracts, unless the buyer provides consideration or, at our request, provides adequate security.

5.6 Delivery is ex works (EXW), which is also the place of performance for the delivery and any subsequent performance. At the buyer's request and expense, the goods will be shipped to another destination (“sale by delivery”). Unless otherwise agreed, we are entitled to determine the type of shipment (in particular the transport company, shipping route, packaging) ourselves. Packaging is carried out in the manner customary in the trade in order to avoid weather influences on the delivery under normal transport conditions.

5.7 The risk of accidental loss and accidental deterioration of the goods shall pass to the buyer at the latest upon delivery. In the case of sale by delivery to a place other than the place of performance, however, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay shall pass to the buyer upon delivery of the goods to the forwarding agent, the carrier, or any other person or institution designated to carry out the shipment. If acceptance has been agreed, this shall be decisive for the transfer of risk. In all other respects, the statutory provisions of the law on contracts for work and services shall apply mutatis mutandis to an agreed acceptance. The handover or acceptance shall be deemed to have taken place if the buyer is in default of acceptance.

5.8 If the buyer defaults on acceptance, fails to cooperate, or delays our delivery for other reasons for which the buyer is responsible, we shall be entitled to demand compensation for the resulting damage, including additional expenses (e.g., storage costs). For this, we shall charge a flat-rate compensation of EUR 10.00 per calendar day and per pallet delivered, beginning with the delivery period or, in the absence of a delivery period, with the notification that the goods are ready for shipment. Proof of higher damages and our legal claims (in particular compensation for additional expenses, reasonable compensation, termination) remain unaffected; however, the lump sum shall be offset against further monetary claims. The buyer is entitled to prove that we have incurred no damage at all or only significantly less damage than the above-mentioned lump sum.

6. RETENTION OF TITLE

6.1 We retain title to all goods delivered by us until all claims, including conditional claims and ancillary claims, which we have against the buyer arising from our business relationship have been satisfied; in this respect, all deliveries shall be deemed to be one continuous delivery transaction. In the case of current accounts, the retained title shall serve as security for our balance claim. The above provisions shall also apply to claims arising in the future. We shall be entitled to collect the goods without setting a further deadline if the buyer violates essential contractual obligations, whereby the legitimate interests of the buyer shall be taken into account appropriately. In this case, the buyer hereby agrees to return the goods. Collection shall only constitute a complete or partial withdrawal from the contract if we expressly declare this. The costs incurred by us as a result of collection (in particular transport costs) shall be borne by the buyer. Unless we expressly declare our withdrawal, the buyer may only demand delivery after full payment of the purchase price and all costs.

6.2 The buyer is entitled to resell, process, or mix the goods in the ordinary course of business; in doing so, they hereby assign to us all claims arising from the resale, processing, mixing or other legal grounds in connection with the goods (in particular from insurance contracts or tort) in the amount of the final invoice amount agreed with us (including sales tax). The use of the goods to fulfill contracts for work or services by the buyer is equivalent to the sale.

6.3 The retention of title also extends to the full value of the products resulting from the processing, mixing, or combination of our goods, whereby these processes are carried out on our behalf, so that we are considered the manufacturer of the product. If, in the event of processing, mixing, or combining with goods of third parties, their ownership rights remain in force, we shall acquire co-ownership of the resulting product in proportion to the objective values of the processed, mixed, or combined goods. If our ownership expires as a result of processing, combining, or mixing, the buyer hereby transfers to us the ownership rights or expectant rights to which they are entitled in the new product to the extent of the invoice value of the goods delivered by us and shall store this product for us free of charge.

6.4 The buyer is authorized to collect the claims assigned in accordance with clause 6.2 from the resale as long as we do not revoke this authorization. We will not collect the claims ourselves as long as the buyer duly meets his payment obligations. Upon first written request, the buyer is obliged to inform us of the debtors of the assigned claims and to notify the debtors of the assignment.

6.5 We shall be entitled to revoke the buyer's authority to resell in accordance with clause 6.2 and to collect the claims assigned to us in accordance with Section 6.4 with immediate effect if the buyer defaults on payment, is in financial difficulties due to a significant deterioration in its financial circumstances, or fails to fulfill other essential obligations in accordance with the contract. If insolvency proceedings or comparable proceedings under foreign law are initiated against the buyer's assets, all payments are suspended, information about assets is disclosed in accordance with Section 807 of the German Code of Civil Procedure (ZPO), or there is a change in the ownership of the buyer's company in connection with payment difficulties, the authority to resell and collect the claims assigned to us shall automatically expire.

6.6 The buyer shall store the items in our (co-)ownership free of charge with the diligence of a prudent businessman and insure them against fire, burglary, and other usual risks. If maintenance and inspection work needs to be carried out, the buyer shall carry this out in good time at their own expense.

6.7 The buyer is prohibited from pledging or transferring ownership of the goods delivered under retention of title or the goods newly manufactured on our behalf. The buyer must notify us immediately in writing of any seizure or other impairment of our property rights by third parties and confirm the property right in writing to both the third party and us. The buyer shall bear the costs of any subsequent legal dispute.

6.8 If the realizable value of the securities exceeds the nominal value of our claims by more than 10%, we shall release securities of our choice at the buyer's request.

7. PRICES AND PAYMENT

7.1. Unless otherwise agreed, our prices are ex works and exclude packaging, transport costs, freight, and assembly.

7.2 The prices stated in our order confirmation are decisive for price calculation. These are based on the wage and material prices applicable at the time of order confirmation. The price commitment period is determined by the individual agreement between the parties. In the event of subsequent technical changes, we reserve the right to adjust the price accordingly. After conclusion of the contract, any changes to the agreed services require our written consent.

7.3 If, after conclusion of the contract, there are cost increases for the goods (e.g. due to rising raw material, transport or energy procurement costs), we shall be entitled to demand negotiations on a price adjustment to reflect the increased costs. If, after conclusion of the contract, there are cost reductions for the goods (e.g. due to falling raw material, transport or energy procurement costs), the buyer shall be entitled to request negotiations on a price adjustment to reflect the reduced costs. The request for negotiations must be made in writing to the other contracting party. The requested contracting party may not unreasonably refuse the requested price adjustment. If the parties do not reach an agreement on the requested price adjustment within 30 days of receipt of the request for negotiations (date of receipt = day 0), the contracting party that requested the negotiations shall have the right to determine the new prices, provided that the determination is made at its reasonable discretion (in particular on the basis of the value of the service to be remunerated). The other contracting party shall have the option of having the fairness of the new prices reviewed by a court of law. Claims for damages by the buyer are excluded. We also expressly reserve the right to provide our products with non-binding price recommendations.

7.4 Taxes, contract fees, stamp duties, export, import, and transit fees, discount interest, customs duties and customs charges, official commission fees, and other costs related to the delivery shall be borne by the buyer.

7.5 Invoice amounts shall be paid within eight days without any deductions, unless otherwise agreed in writing. The date of payment shall be determined by the date of receipt by us. Unless expressly agreed otherwise, payment by check or bill of exchange shall not be permitted. Checks shall only be considered payment after they have been cashed. Deviations from the aforementioned terms of payment and the deduction of discounts are only permitted with a separate written agreement. Payments must be made in the currency and to the account specified in the order confirmation.

7.6 The date of receipt of payment shall be the date on which the amount is received by us or credited to our bank account. If the buyer is in default of payment, we shall be entitled to charge interest at a rate of nine (9) percentage points above the respective base rate plus a flat-rate default fee of EUR 40 for the duration of the default. This does not limit our right to assert further claims for compensation. Our claim to commercial interest on arrears (§ 353 HGB) against merchants remains unaffected.

7.7 Furthermore, in the event of default of payment by the buyer, we may, at our discretion, demand payment of any outstanding remaining purchase price installments or other claims against the buyer and make further deliveries under this contract or other contracts contingent upon prior provision of security or payment against delivery. If, after conclusion of the contract, it becomes apparent (e.g., through an application to open insolvency proceedings) that our claim to the purchase price is at risk due to the buyer's inability to pay, we shall be entitled to refuse performance in accordance with the statutory provisions and, if necessary, to withdraw from the contract after setting a deadline (§ 321 BGB). In the case of contracts for the manufacture of non-fungible goods (“custom-made products”), we may declare our withdrawal immediately; the statutory provisions on the dispensability of setting a deadline remain unaffected.

7.8 The buyer is only entitled to offset payments if their counterclaim is undisputed or has been legally established. The buyer is only entitled to withhold payment on the basis of counterclaims arising from the same contractual relationship.

7.9 In the case of sale by delivery, the buyer shall bear the transport costs ex works or warehouse and the costs of any transport insurance requested by the buyer. These transport costs actually incurred in individual cases will be invoiced accordingly.

Any customs duties, fees, taxes, and other public charges shall be borne by the buyer.

We do not take back transport packaging and all other packaging in accordance with the Packaging Act (“VerpackG”); it becomes the property of the buyer, except for FP pallets (Euro pallets).

8. CLAIMS FOR DEFECTS

8.1 We shall only be liable for defects in the goods delivered by us in accordance with the following provisions.

8.2 Claims for defects by the buyer presuppose that the buyer has duly fulfilled its obligations to inspect and give notice of defects in accordance with § 377 HGB (German Commercial Code). The buyer must properly fulfill its obligations to inspect and give notice of defects in accordance with § 377 HGB, i.e., inspect the goods immediately and notify us of any defects without delay, and, if a defect becomes apparent later in the ordinary course of business, notify us of this defect immediately after discovery.

8.3 In the event of deliveries of defective goods, we must first be given the opportunity to sort out the defective goods and remedy the defect or make a subsequent delivery before starting production (processing or installation), unless this is unreasonable for the buyer. If we are unable to do so or if we do not do so immediately, the buyer may withdraw from the contract and return the goods at our risk. In urgent cases, the buyer may, after consultation with us, remedy the defect himself or have it remedied by a third party. We shall bear any expenses incurred as a result in accordance with Section 9.

8.4 If, despite compliance with the obligation under Section 8.2, the defect is only discovered after the start of production or commissioning, the buyer may demand subsequent performance (at our discretion, either by repair or replacement). In the event of defects, the buyer shall only be entitled to a right of retention insofar as this is proportionate to the defects and the anticipated costs of subsequent performance and his counterclaim is based on the same contractual relationship.

8.5 If the buyer wishes to claim damages instead of performance, subsequent performance shall only be deemed to have failed after the second unsuccessful attempt. In the event of a replacement delivery, the buyer is obliged to return the defective goods upon request.

8.6 A right to withdraw from the contract or a claim for reduction shall only exist if the defect cannot be remedied within a reasonable period of time, if subsequent performance involves disproportionate costs, is unreasonable or is to be regarded as having failed for other reasons. However, the buyer shall not be entitled to withdraw from the contract in the case of minor defects.

8.7 In the event of complaints, the buyer must immediately give us the opportunity to inspect the goods complained about; in particular, the goods complained about must be made available to us on request and at our expense. In the event of unjustified complaints, we reserve the right to charge the buyer for transport costs and the cost of inspection.

8.8 Claims for defects shall not exist in the case of only insignificant deviations of the goods from the agreed quality, in the case of only insignificant impairment of usability, or if the defect is attributable to the violation of operating, maintenance, or installation instructions, unsuitable or improper use or storage. This also applies in the event of incorrect or negligent handling or assembly, normal wear and tear, or interference with the delivery item by the buyer or third parties.

8.9 The buyer cannot claim costs incurred in connection with subsequent performance, rescission or settlement of claims, in particular transport, travel, labor and material costs, if these costs were incurred because the goods delivered by us were taken to a place other than the agreed place of performance after the transfer of risk. This shall not apply if the transfer of the goods corresponds to their intended use and we are aware of this.

8.10 Compensation for damages and reimbursement of expenses may only be claimed in accordance with Section 9. The buyer is not entitled to the aforementioned claims for goods that we do not deliver as new goods in accordance with the agreement.

8.11 Excess or short deliveries of up to 10% of the quantity ordered cannot be rejected. The quantity delivered will be invoiced.

9. LIABILITY

9.1 We shall only be liable for claims for damages of any kind, in particular those arising from culpa in contrahendo, breach of duty, and tort (§§ 823 ff. BGB) if we, our employees, or our vicarious agents are guilty of intent or gross negligence.

9.2 In the event of damage resulting from injury to life, limb, or health, or breach of essential contractual obligations, we shall also be liable for slight negligence. A contractual obligation is essential if its fulfillment is a prerequisite for the proper execution of the contract and if the buyer regularly relies on and may rely on its fulfillment. In the event of a breach of essential contractual obligations, our liability shall be limited to the average damage that is foreseeable, typical for the contract and direct, depending on the type of goods. The above provision shall also apply to breach of duty by our employees and vicarious agents.

9.3 We shall be liable for infringements of property rights in connection with the sale of our goods in accordance with the above provisions, insofar as such property rights, which are valid in the Federal Republic of Germany and are published at the time of our delivery, are infringed upon when our goods are used in accordance with the contract. This shall not apply if we have manufactured the goods in accordance with drawings, models, or other descriptions or information provided by the buyer and did not know or, in connection with the goods developed by us, did not need to know that this would infringe the property rights of third parties. In this case, our buyer shall be liable for any infringements of property rights that have already occurred or may occur in the future. The buyer is obliged to inform us immediately of any possible or alleged infringements of property rights of which they become aware and to indemnify us against any claims by third parties and all costs and expenses incurred.

9.4 In the case of claims for defects in the delivered goods, including all claims for damages related to a defect, regardless of the legal basis, the limitation period is one (1) year from delivery of the goods. All other claims regulated in sections 8.1 to 8.3 are subject to the statutory limitation period.

9.5 We shall generally provide rectification or replacement delivery as a gesture of goodwill and without acknowledging any legal obligation. Acknowledgment with the consequence of a new start of the limitation period shall only be deemed to have been made if we expressly declare this to the buyer.

9.6 Claims for reduction and the exercise of a right of withdrawal are excluded if the claim for performance or subsequent performance is time-barred.

9.7 Liability under the provisions of the Product Liability Act and under Sections 478, 479 of the German Civil Code (BGB) (final seller recourse) remains unaffected by the above provisions.

9.8 Otherwise, our liability is excluded.

10. CONFIDENTIALITY AND DATA

10.1 The buyer is obliged to treat all information about our products that is not generally known, as well as information about our operating procedures, as confidential, even after the termination of the respective contract. The buyer must oblige its employees and suppliers to maintain the same confidentiality, insofar as they gain knowledge of confidential information in accordance with its intended purpose.

10.2 The buyer agrees that we may collect, process, store, and use the buyer data arising from orders in connection with the processing of the order, as well as for internal market research and our own marketing purposes. If the buyer does not wish us to use such data, they are entitled to object to this use in writing at any time. We will not use buyer data beyond the scope specified in sentence 1.

11. COMPLIANCE

11.1 With regard to the existing business relationship with us, the buyer undertakes to comply with all laws applicable to it and the requirements of compliance codes, which we will communicate to it upon request, or other requirements, guidelines, or codes in accordance with the laws on corporate due diligence in supply chains. Once deliveries have left our respective factory, the buyer is solely responsible for compliance with the above provisions and indemnifies us against all claims and costs (including reasonable attorney's and consultant's fees or administrative fees or fines resulting from these violations) incurred by us due to a violation of law by the buyer, its affiliated companies or employees, representatives and/or vicarious agents, unless the buyer is not responsible for the infringement.

11.2 Our offer of the buyer's order is subject to the granting of an official export license. A promised delivery date is also subject to the availability of the export license. Delivery times may be delayed for reasons beyond our control.

11.3 Export control: The buyer undertakes not to resell the goods to other customers without ensuring that the delivery complies with the relevant (DE, EU, GB, and US) export control regulations. The buyer acknowledges that the provision of certain products, technologies, or services by us may require the acquisition of a license (or similar requirement) from the Federal Office of Economics and Export Control (“BAFA”) or another regulatory authority. The buyer agrees that any delay in the provision or non-provision of such products, technologies, or services caused by our failure to obtain such a license (or similar requirement) in a timely manner (or at all) (i) shall not constitute a breach or non-performance of any of the foregoing documents or any other express or implied obligation of ours to the buyer, and (ii) shall not give rise to any liability or other obligation on our part.

The buyer undertakes to provide us with complete information about the intended use of the goods at the latest at the time of submitting the offer and in good time before deliveries to countries subject to arms embargoes. If we do not receive such notification, we may assume that the goods are not intended for military end uses, ABC weapons, related carrier technology, or installation in nuclear facilities. In the case of deliveries subject to approval, the buyer undertakes to inform us of the licensees of the export or transfer licenses required by the authorities in the buyer's country at the latest at the time of delivery. In the event of incorrect export control classifications of the goods, undisclosed export licenses, and other incorrect information, as well as any resulting fines and penalties, the buyer shall assume full civil liability. The declaration contained in the preceding sentence shall only apply to the extent that the contracting parties or the employees of the contracting parties involved are entitled to make such declarations in accordance with Section 6 of the Foreign Trade and Payments Ordinance (“AWV”), EU Regulation (EC) 2271/96, or a comparable anti-boycott law.

12. PLACE OF PERFORMANCE; PLACE OF JURISDICTION; MISCELLANEOUS

12.1 The place of performance for all claims arising from business relationships, in particular from our deliveries, is the respective location from which the delivery is made.

12.2 The buyer is only entitled to assign his claims arising from the contractual relationship with our prior written consent.

12.3 The exclusive place of jurisdiction for all claims arising from business relationships, in particular from our deliveries, is Eschenbach in the Upper Palatinate. This place of jurisdiction also applies to disputes concerning the creation and validity of the contractual relationship. However, we are also entitled, at our discretion, to sue the buyer at the courts responsible for its registered office.

12.4 If the buyer is based outside the Federal Republic of Germany, we shall also be entitled to have all disputes arising from or in connection with the business relationship with the buyer, including disputes concerning the validity of contracts, finally decided in accordance with the Rules of Arbitration of the German Institution of Arbitration e.V. (“DIS”), to the exclusion of ordinary legal proceedings. At the buyer's request, we shall exercise this right of choice before the proceedings commence. The seat of the arbitral tribunal shall be in Nuremberg, Germany. The arbitration proceedings shall be conducted in German, unless the buyer requests English as the language of the proceedings.

12.5 The law of the Federal Republic of Germany shall apply exclusively, excluding its international private law and the Uniform UN Sales Convention (“C.I.S.G.”) as well as other bilateral and multilateral agreements serving to standardize international sales.

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Dated 01.03.2026