GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY

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GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY
1. General
(1) Deliveries and services are provided exclusively in accordance with these terms and conditions of sale and delivery, unless otherwise agreed in an individual contract. Deviating terms and conditions and verbal agreements require prior written confirmation. Conflicting terms and conditions or terms and conditions that deviate from these terms and conditions of sale and delivery, regardless of whether they are included in the scope of orders, order confirmations, specifications, or similar documents of the purchaser, are not recognized and are non-binding even if their inclusion has not been expressly rejected.
(2) These terms and conditions of sale and delivery apply exclusively to entrepreneurs, legal entities under public law, or special funds under public law (Sections 14, 310 of the German Civil Code).

2. Offer / Prices / Delivery
(1) Our offers are non-binding. The scope of our delivery and service obligations is solely governed by our written order confirmation. Verbal agreements always require written confirmation.
If, after conclusion of the contract, the net purchase prices payable for the raw materials required to manufacture the products should increase or decrease by more than 10% at the time of delivery, each contracting party has the right to request a renegotiation of the prices. If and to the extent that the parties cannot agree on an adjustment of the prices within 10 days of receipt of such a request for adjustment, the parties are entitled to withdraw from the respective contract.
(2) Our prices are net prices, plus value-added tax (VAT). This will be shown separately on the invoice at the rate applicable on the date of invoicing.
(3) Unless otherwise agreed, delivery is generally subject to FCA Hermaringen INCOTERMS 2020.
(4) Over- or under-deliveries of up to 10% of the agreed quantity cannot be rejected. Packaging is charged at cost and taken back in accordance with the German Packaging Act in cooperation with Interseroh Dienstleistungs GmbH; packaging for international deliveries outside of Germany is excluded from this and will not be taken back. The weights or quantities determined by us during loading are decisive. Even in the case of carriage-paid delivery, the goods are transported at the recipient's risk. We are entitled to make partial deliveries if the partial delivery is usable within the scope of the contractual purpose, the delivery of the remaining ordered goods is ensured, and the customer does not incur any significant additional effort or costs as a result (unless we agree to bear these costs).
(5) Unforeseeable circumstances beyond our control that prevent us, in whole or in part, from fulfilling our obligations, including strikes, lockouts, shortages of raw materials and energy through no fault of our own, actions by authorities, pandemics, and the like, release us from the obligation of timely delivery. Events affecting our suppliers or the production facilities from which our suppliers obtain the materials required for their production shall be treated as if they had affected us.
(6) If, as a result of supply difficulties or other events such as those listed in paragraph (5), unforeseen price changes occur in the procurement of raw materials, supplies, and operating materials, as well as other services, necessary for the manufacture and distribution of our products, we are entitled to add these cost increases to the agreed prices; in this respect, our prices are subject to change without notice. Tax or customs measures that occur between the conclusion of the purchase and delivery shall always be borne by the purchaser. In the event of non-compliance with agreed acceptance dates or payment terms, we reserve the right to withdraw from the contract without prior notice, without prejudice to any claims for damages.

3. Payment Terms / Payment / Retention of Title
(1) Unless otherwise agreed, the purchase price is payable within 10 days of the invoice date without deduction.
(2) Invoices may be sent by post or email at our discretion. The customer hereby consents to electronic transmission of invoices. Electronic invoices will be sent to the customer by email in PDF format to the email address provided by the customer for this purpose. The customer is responsible for ensuring that all electronic invoices sent by email can be properly delivered to the email address provided by the customer. The customer must notify us immediately of any change to the email address provided for electronic invoice delivery; otherwise, invoices sent to the last provided email address will be deemed delivered. The customer may revoke their consent to electronic invoice delivery at any time in writing. In this case, invoice delivery will be switched to postal delivery.
(3) Payment is only valid if made to us and not to third parties. We are not obligated to make further deliveries from previously placed orders until all outstanding invoices have been paid.
(4) We retain title to the delivered goods until all current and future claims arising from the business relationship have been paid in full, and until all bills of exchange – including financing bills – and checks have been honored. The customer is
obligated to insure the goods subject to retention of title against standard risks such as fire, theft, and water damage to the usual extent. The customer hereby assigns to us, up to the invoice value of the goods, any claims for compensation they may have against insurance companies or other liable third parties for damages of the aforementioned kind. We accept this assignment.
(5) If the goods subject to retention of title are combined, mixed, or processed by the customer to form a new movable item, this is done without any obligation on our part. In the event of processing, combining, mixing, or blending the goods subject to retention of title with other goods not belonging to us, we shall be entitled to a co-ownership share in the resulting new item in proportion to the value of the goods subject to retention of title relative to the other processed goods at the time of processing, combining, mixing, or blending. If the customer acquires sole ownership of the new item, the contracting parties agree that the customer shall grant us co-ownership of the new item in proportion to the value of the processed, combined, mixed, or blended goods subject to retention of title.
(6) The customer is entitled to resell the goods delivered under retention of title or the items manufactured therefrom in the ordinary course of business. The customer hereby assigns to us, as security until full payment of the purchase price claim, all claims against its customers arising from the resale of the goods or the items manufactured therefrom, up to the invoice value of the goods subject to retention of title contained in the resold item. The seller hereby accepts this assignment.
(7) As long as the retention of title remains in effect, the customer may neither transfer ownership of the goods nor the items manufactured therefrom as security, nor pledge them. If the goods or the items manufactured therefrom are seized or confiscated at the customer's premises, the customer must notify us immediately in writing.
(8) If the security provided by the simple, extended, or prolonged retention of title exceeds the secured claims by 10%, we will release fully paid deliveries at our discretion in individual cases.
(9) The assertion of rights of retention and the declaration of set-off with respect to our purchase price claim are only possible with undisputed and/or legally established claims or claims arising from the same contractual relationship. Otherwise, these rights are excluded.

4. Complaints / Liability / Warranty
(1) The buyer must inspect the goods immediately upon receipt/delivery (duty to inspect). Obvious defects must be reported to us immediately – at the latest within eight days. Hidden defects must be reported to us immediately – at the latest within eight days – after their discovery. If the goods are not inspected and defects are not reported in accordance with the above provisions, and this duty to report defects is thereby breached, all warranty claims are excluded; the goods are deemed to have been accepted as conforming to the contract. Section 377 of the German Commercial Code (HGB) applies accordingly.
(2) The quality of the deliveries is based exclusively on our technical specifications, unless otherwise expressly agreed. We do not warrant that the goods are suitable for the buyer's specific intended use, unless the specific type of use was agreed upon in advance by both parties and included in writing as part of the specifications.
(3) After receiving a notice of defects, the buyer is obligated to have the goods in question inspected, examined, and/or tested by us.
(4) The customer is only entitled to withdraw from the contract or reduce the purchase price if, in a specific case, the repair or subsequent performance is culpably omitted despite a corresponding prior reasonable deadline being set, or fails despite two attempts.
(5) Likewise, liability for material defects and consequential damages is excluded if the customer does not store the goods properly, uses them for purposes other than those intended, or has failed to notify us of changed application conditions.
(6) Our liability is excluded except (i) in cases of injury to life, body, or health, (ii) in cases of breach of a material contractual obligation (such as one that the contract, according to its content and purpose, specifically intends to impose on us, or whose fulfillment is essential for the proper performance of the contract and on whose compliance the customer regularly relies and may rely), (iii) in cases of mandatory liability under the Product Liability Act, and/or (iv) to the extent that we are responsible for intent or gross negligence.

5. Place of Performance / Jurisdiction
(1) The place of performance and jurisdiction for both contracting parties is the registered office of our company. The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). The contract language is German.

6. Final Provisions
(1) Should any provision of these Terms and Conditions be invalid or unenforceable, the validity of the remaining provisions shall remain unaffected. In place of an invalid provision, the corresponding provision of the "Standard Terms and Conditions of the German Textile Industry" as amended on January 1, 2020, shall apply.
(2) We hereby inform you that, for the purpose of processing your order, we store individual data about you in accordance with the General Data Protection Regulation (GDPR) and the Federal Data Protection Act (BDSG), which we will not disclose to third parties unless permitted or required to do so.

Hermaringen, May 2, 2022