General Terms and Conditions for the Supply of Products and Devices (as of June 2021)

I. General information

1. All deliveries and services are subject to these terms and conditions as well as any separate contractual agreements. Deviating terms and conditions of purchase of the customer shall not become part of the contract even if the order is accepted.
2. In the absence of a special agreement, a contract is concluded with our written order confirmation. Warranted characteristics must be expressly identified as such in the order confirmation
   . Our offers are subject to change.
3. We reserve the right of ownership and copyright to samples, cost estimates, drawings and similar information. We reserve property rights and copyrights to samples, cost estimates, drawings and similar information of a physical and non-physical nature - including in electronic form; they may not be made accessible to third parties. We undertake to make information and documents designated as confidential by the customer accessible to third parties only with the customer's consent.

II Prices

1. Unless otherwise agreed, prices are ex works, excluding packaging. Value added tax at the respective statutory rate shall be added to the prices. They apply to the scope of delivery listed in the order confirmation.
2. Additional or special services, in particular due to change requests by the customer, shall be invoiced separately. Our prices are based on the price list valid on the day of order confirmation.

III Terms of payment

1. In the absence of a special agreement, payment shall be made on account without any deduction.
2. In the event of a delay in delivery caused or requested by the customer, we shall be entitled to invoice the goods to be delivered on the originally scheduled delivery date and the payment date shall then apply
   from that date.
3. The customer shall only be entitled to assert a right of retention or to offset counterclaims to the extent that his counterclaims are undisputed or have been legally established.
4. If payment deadlines are exceeded, we shall charge interest on arrears at a rate of 2 (two) percentage points above the applicable prime rate.
5. In the event of default in payment, protest of a bill of exchange and suspension of payment by the customer, we may demand immediate payment of our total claim without regard
   to the agreed due date. In all of the aforementioned cases, we shall also be entitled to make outstanding deliveries only against advance payment or provision of security and - if the advance payment or security is not provided within two weeks - to withdraw from the contract without setting a new deadline. Further claims remain unaffected.

IV. Delivery

1. Delivery periods and dates shall not commence until agreement has been reached on all details of the order.
2. In the event of changes requested by the customer, deadlines and dates shall commence with our written confirmation of the order change. If the customer has to procure documents, approvals and releases or make advance payments, delivery periods and dates shall in any case only commence when the customer has procured or made these. This shall not apply if we are responsible for the delay.
3. Delivery periods and dates shall only be deemed fixed if they are expressly designated as such in the order confirmation.
4. Compliance with the delivery deadline is subject to correct and timely delivery to us. We will inform you as soon as possible of any delays that become apparent.
5. The delivery deadline shall be deemed to have been met if the delivery item has left our factory by the time it expires or readiness for dispatch has been notified.
   If acceptance is to take place, the acceptance date shall be decisive - except in the case of justified refusal of acceptance - or alternatively the notification of readiness for acceptance.
6. Cases of force majeure and other events over which we have no influence and which make delivery significantly more difficult or impossible for us shall release us from the obligations arising from the respective delivery contract; obstacles of a temporary nature, however, only for the duration of the hindrance plus a reasonable start-up period. We shall inform the customer of the beginning and end of such circumstances as soon as possible. If the customer cannot reasonably be expected to accept the delay, he may withdraw from the contract
   by means of an immediate written declaration after prior consultation with us.
7. If dispatch or acceptance of the delivery item is delayed for reasons for which the customer is responsible, the costs incurred as a result of the delay shall be charged to the customer, starting one month after notification of readiness for dispatch or acceptance.
8. The customer may withdraw from the contract without setting a deadline if the entire performance becomes definitively impossible for us before the transfer of risk. In addition, the customer may withdraw from the contract if, in the case of an order, the execution of part of the delivery becomes impossible and the customer has a justified interest in rejecting the partial delivery. If this is not the case, the customer must pay the contractual price for the partial delivery. Section VIII shall apply in all other respects.
9. If the impossibility occurs during the delay in acceptance or if the customer is solely or predominantly responsible for these circumstances, he shall remain obliged to provide consideration.
10. If the customer sets us a reasonable deadline for performance after the delivery is due - taking into account the statutory exceptions - and if the deadline is not met, the customer shall be entitled to withdraw from the contract within the framework of the statutory provisions.
11. Further claims arising from delay in delivery shall be determined exclusively in accordance with Section VIII of these Terms and Conditions.
12. For custom-made ribbons or foils, we reserve the right to deliver 10% more or less.

V. Transfer of risk, acceptance

1. The risk shall pass to the customer when the delivery item has left the factory, even if partial deliveries are made or we have assumed other services, e.g. shipping costs or delivery
   and installation. If acceptance is required, this shall be decisive for the transfer of risk. It must be carried out immediately on the acceptance date, alternatively after our notification of readiness for acceptance. The customer may not refuse acceptance in the event of a minor defect.
2. If dispatch or acceptance is delayed or does not take place as a result of circumstances for which we are not responsible, the risk shall pass to the customer from the date of notification of readiness for dispatch or acceptance. In this case, we may set the customer a grace period of eight days and, if this period expires without result, withdraw from the contract or demand compensation for non-performance. We shall charge the actual damage incurred. Alternatively, we may claim 20% of the delivery price as lump-sum compensation, unless the customer can prove that we have incurred no loss at all or only a significantly lower loss. We undertake to take out the insurance requested by the customer at the customer's expense.
3. Partial deliveries shall be permissible insofar as reasonable for the customer.

VI Retention of title

1. We reserve title to all goods delivered by us (hereinafter referred to as "reserved goods") until the customer has paid or settled the delivery price for the reserved goods and any other existing or later claims arising from the business relationship with us, irrespective of the legal grounds.
2. We are entitled to insure the delivery item against theft, breakage, fire, water and other damage at the customer's expense, unless the customer has demonstrably taken out the insurance himself.
3. The customer shall only be entitled to resell, process and combine the reserved goods with other items (hereinafter also referred to as "resale") in the ordinary course of business. Any other disposal of the reserved goods is not permitted. In particular, the customer is not authorized to pledge goods subject to retention of title or to assign them to third parties as security. In the event of seizure, confiscation or other dispositions by third parties, he must inform us immediately. All intervention costs shall be borne by the customer.
4. The customer hereby assigns to us the claims to which he is entitled against his customers due to the resale of the goods subject to retention of title in the amount of the invoice value of the goods subject to retention of title sold in each case. We accept the assignment. The assigned claims shall serve as security for our claims to the same extent as the reserved goods. The customer shall only be entitled and authorized to resell the goods on condition that the claims to which he is entitled as a result are transferred to us.
5. If the reserved goods are sold together with other goods not supplied by us at a total price, the claim arising from the sale shall be assigned in the amount of the invoice value of the reserved goods sold in each case. If the reserved goods are combined by the customer with other movable items in such a way that they become an integral part of a uniform item, we shall acquire co-ownership of the uniform item, even if the other item is to be regarded as the main item, in the ratio of the value of the reserved goods supplied by us to the value of the other item at the time of combination. The customer shall store the new item resulting from the combination for us with the care of a prudent businessman. The provisions of this section applicable to the reserved goods shall apply.
6. If an assigned claim is included in a current invoice, the customer hereby assigns to us a part of the balance corresponding to the amount of this claim, including the final balance from the current account.
7. If the value of the securities existing for us exceeds the secured claims by more than 20% in total, we shall be obliged to release securities of our choice at the request of the customer.
8. Until revocation, the customer is authorized to collect the claims assigned to us. We shall be entitled to revoke this authorization if the customer does not properly meet his payment obligations arising from the business relationship with us or if we become aware of circumstances which are likely to significantly reduce the customer's creditworthiness. In the event of revocation, the customer shall, at our request, immediately disclose the assigned claims and their debtors, provide us with all information necessary for the collection of the claims, hand over to us the relevant documents and notify the debtor of the assignment. We are also entitled to notify the debtor of the assignment ourselves.
9. If the customer acts in breach of contract, in particular in the event of default in payment, we shall be entitled to take back the delivery item after issuing a reminder and the customer shall be obliged to surrender it. Due to the retention of title, we can only demand the return of the delivery item if we have withdrawn from the contract.

VII Claims for defects

1. In the event of material defects in the delivery item caused by circumstances prior to the transfer of risk, we shall, at our discretion, provide subsequent performance by repair or replacement. Replaced parts shall become our property.
2. After consultation with us, the customer shall give us the necessary time and opportunity to carry out all repairs and replacement deliveries that we deem necessary; otherwise we shall be released from liability
   for the resulting consequences. Only in urgent cases of danger to operational safety or to prevent disproportionately large damage, in which case we must be notified immediately, shall the customer have the right to remedy the defect himself or have it remedied by third parties and to demand reimbursement of the necessary expenses from us.
3. Of the direct costs arising from the repair or replacement delivery, we shall bear the costs of the replacement part, including shipping, insofar as the complaint proves to be justified.
   In addition, we shall bear the costs of removal and installation as well as the costs of any necessary provision of the necessary fitters and assistants, including travel costs, insofar as this does not result in a disproportionate burden for us.
4. If rectification or replacement delivery fails, the customer may withdraw from the contract. If the defect is only insignificant, the customer shall only be entitled to a reduction in the contract price.
5. Further claims shall be determined in accordance with Section VIII of these Terms and Conditions.
6. No liability is assumed in the following cases in particular:
   a) Unsuitable or improper use, incorrect assembly or commissioning by the customer or third parties, natural wear and tear, incorrect or negligent handling, improper maintenance, unsuitable operating materials, defective construction work, unsuitable building ground, chemical, electrochemical or electrical influences - insofar as we are not responsible for them.
   b) Defects in consumables purchased from third parties, in particular incorrect specifications of the consumables and other defects arising from the use of the consumables by the items supplied by the Contractor.
   c) If the Customer or a third party carries out improper repairs,
   shall not be liable for the resulting consequences. The same applies to changes made to the delivery item without our prior consent.

VIII. Liability

1. Claims for damages are excluded irrespective of the type of breach of duty, including tortious acts, unless otherwise provided for in the following provisions and in the absence of intentional or grossly negligent conduct.
2. In the event of a breach of material contractual obligations, we shall be liable for any negligence, but only up to the amount of the foreseeable damage. Claims for loss of profit, saved expenses, claims for damages by third parties and other indirect and consequential damages cannot be demanded unless a quality feature guaranteed by us is specifically intended to protect the customer against such damages.
3. The limitations and exclusions of liability in Clauses 1 and 2 do not apply to claims arising from fraudulent conduct on our part, nor to liability for guaranteed characteristics, claims under the Product Liability Act or damages arising from injury to life, limb or health.
4. Liability for late delivery, if expressly agreed, shall be limited to a maximum of 0.5% per week, but in total to a maximum of 5% of the value of that part of the delivery which could not be delivered on time or in accordance with the contract as a result of the delay.
5. Insofar as our liability is excluded or limited, this shall also apply to our employees, workers, representatives and vicarious agents.

IX. Statute of limitations

1. The customer's warranty claims shall expire 12 months from the time of delivery if our goods are operated for an average of 8 hours per day, six months for 16 hours and three months for 20 hours or more, unless fraudulent concealment of defects is proven. This does not apply to wearing parts.
   In the event of non-acceptance or non-commissioning, liability for defects shall expire no later than 12 months after receipt or notification of readiness for dispatch.
2. All further claims of the customer - on whatever legal grounds - shall become time-barred after 12 months. The statutory periods shall apply to claims for damages in accordance with Section VIII.

X. Place of performance, place of jurisdiction, applicable law

1. The place of performance and jurisdiction is Würzburg. We are entitled to take legal action against the customer at any other legal place of jurisdiction.
2. The contract and its performance shall be governed by the laws of the Federal Republic of Germany to the exclusion of private international law and the provisions of the United Nations Convention on Contracts for the International Sale of Goods ("CISG").
3. Should individual provisions of these terms and conditions be invalid, partially invalid or unenforceable, this shall not affect the validity of the remaining provisions. The parties agree to replace the invalid, partially invalid or unenforceable provisions with a provision that comes as close as possible to the meaning and purpose of the invalid, partially invalid or unenforceable provisions

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