General Terms and Conditions of Delivery and Sale of HaBuR-Saws GmbH (as of June 2025)

§ 1 General – Scope
§ 2 Offer – Offer Documents – Formation of Contracts

(1) Our General Terms and Conditions of Delivery and Sale (“Terms of Delivery”) apply exclusively; we do not recognize any general terms and conditions of our contractual partner (the “Customer”) that conflict with or deviate from our Terms of Delivery unless we have expressly agreed to their validity. Our Terms of Delivery shall apply exclusively even if we perform deliveries or services without reservation despite being aware of the Customer’s terms and conditions that conflict with or deviate from our Terms of Delivery.

(2) Our Terms of Delivery apply only to entrepreneurs and legal entities under public law or special funds under public law.

(3) Our Terms of Delivery shall also apply to all future transactions with the Customer arising from ongoing business relationships.

§ 3 Prices, payment terms

(1) Our offers are subject to change unless expressly stated otherwise by us.

(2) If an offer is not subject to change contrary to Section 2, Paragraph 1, offers are valid for 10 working days. Unless otherwise stated, this acceptance period begins on the date of our offer.

(3) All drawings and calculations are non-binding until the final order is placed. Any liability is excluded in this regard.

(4) Orders must be placed with us in writing. Orders placed with us are only concluded upon our order confirmation or, in the absence of an order confirmation, upon our unconditional delivery of the goods. Oral agreements with our field staff or sales agents, if they have acted without a power of attorney, are only legally binding if we have confirmed them in writing.

(5) For call-off orders, we are entitled to procure the material for the entire order and to produce the entire order quantity immediately. Any changes requested by the customer cannot be considered after the order has been placed unless expressly agreed otherwise. Partial deliveries are permitted.

§ 4 Delivery time and scope of delivery

(1) Unless otherwise stipulated in the contractual agreements, prices are always quoted “ex works” (EXW according to Incoterms 2010), plus packaging costs at the usual market rate and costs for any assembly services.

(2) All prices are subject to VAT at the applicable statutory rate. If, in exceptional cases, we assume transport costs or public charges and fees (e.g., customs duties, import and export fees), we are entitled to pass on any increase in such costs incurred after conclusion of the contract to the customer, up to a maximum of ten percent of the delivery value.

(3) We may charge the customer for any additional costs resulting from the customer’s change requests, even if we have approved the changes.

(4) The customer is only entitled to offset our claims if his counterclaims have been legally established, are undisputed, or have been recognized by us. The customer is only entitled to exercise a right of retention or to refuse performance if the customer’s counterclaim is based on the same contractual relationship. We are entitled to this right of offsetting without restriction.

(5) If we are obligated to provide advance performance and, after conclusion of the contract, we become aware of circumstances that indicate a significant deterioration in the customer’s financial situation, we may, at our discretion, demand either security within a reasonable period of time or payment of the entire agreed remuneration concurrently with delivery. If the customer fails to comply with this request, we are entitled, subject to further statutory rights, to withdraw from the contract. The customer must reimburse the customer for any services rendered up to that point.

§ 5 Transfer of risk

(1) The start of the delivery period specified by us requires the clarification of all technical issues and the fulfillment of the customer’s obligations, as well as any delivery requirements to be met by the customer. Unless otherwise agreed or stipulated in the contractual relationship, the delivery period specified by us is to be understood as an approximate delivery time only; customary deviations in the delivery date are permissible. Unless otherwise agreed, the customer must provide all permits required for transport and, if applicable, export.

(2) Delivery periods and delivery dates shall be extended by the duration of the disruption plus a reasonable start-up period in the event of force majeure or other unforeseeable circumstances beyond our control, such as operational disruptions, strikes, lockouts, lack of transport, labor disputes, natural disasters, difficulties in sourcing raw materials, late delivery by subcontractors, and in the event of import or export permits not being provided or official import or export bans. An agreed delivery period shall be extended by the duration of the disruption plus a reasonable start-up period. If the disruption lasts longer than six months, both parties shall be entitled, after expiry of a reasonable grace period, to withdraw from the contract with regard to the part of the contract not yet fulfilled.

(3) Compliance with our delivery obligations requires the timely and proper fulfillment of the customer’s obligations. If, as an exception, we undertake or arrange for the transport of the goods, the customer must ensure clear transport routes for our deliveries and free, unhindered access to the unloading or construction site and bears the associated additional cost risk.

(4) If the delivery time is extended at the customer’s request, we may charge the customer for the resulting costs.

§ 6 Claims for defects

(1) Unless otherwise stated in the order confirmation and unless otherwise agreed upon in the place of performance, delivery is agreed “ex works” (Incoterms 2010). This also applies to partial deliveries and transport by our own vehicles.

(2) If acceptance is required, the date of acceptance shall be decisive for the transfer of risk. If the customer uses our service for a significant period of time, the risk shall pass to the customer. (3) We will only take out transport insurance for any agreed deliveries if expressly agreed and at the customer’s expense. § 6 Claims for Defects (1) The customer’s warranty rights (claims for defects) require that the customer inspects the delivered item immediately and immediately reports any identifiable defects (obligation to inspect and report defects under commercial law); claims for defects not reported in a timely manner are excluded. Complaints must be made with a specific statement of the defect. (2) Claims for defects shall not exist if the quality or usability of the delivered goods for their intended purpose is only insignificantly impaired and there is no functional restriction. Customary or technically unavoidable deviations, e.g., from the agreed color, shape, or descriptions of the delivered goods in the order confirmation, shall not be deemed defects. Customary or technically unavoidable deviations in physical or chemical quantities are not defects.

(3) Performance data for machines and systems in our offers are achieved upon fulfillment of the customer’s cooperation obligations, contractually compliant feed materials, professional use of the system, and operation and maintenance of the system in accordance with the operating and assembly instructions.

(4) Unless expressly agreed otherwise, weight, dimensions, and technical specifications in drawings, brochures, illustrations, and other documents are only approximate and, in particular, do not constitute a guarantee of quality. We shall, at our discretion, repair, replace, or provide a new part or service free of charge that exhibits a defect within the limitation period, provided that the defect already existed at the time of transfer of risk.

(5) No warranty is provided for defects and damages for which the customer is responsible, in particular unsuitable or improper use, faulty assembly or commissioning by the customer or third parties, natural wear and tear, faulty or negligent handling, unsuitable operating materials, replacement materials, chemical, electrochemical, or electrical influences at the place of delivery, unless the defects/damages are attributable to our fault. Furthermore, we assume no warranty or liability if defects are based on incomplete or incorrect customer information regarding the feed material, the technical/local conditions of the installation site, and/or the logistical or technical processes. Our warranty obligation also expires if defects/damages of any kind are attributable to the customer or third parties making technical modifications or repair work without our prior approval. Unless expressly agreed, we are not liable for the compatibility of systems/system components supplied by us with third-party deliveries and components provided by the customer.

(6) If the customer wrongfully complains about the existence of a defect for which we are responsible for reasons beyond our control, we shall be entitled to charge the customer for the reasonable expenses incurred by us in rectifying or determining the defect.

(7) Claims by the customer for expenses required for subsequent performance, in particular transport, travel, labor, and material costs, are excluded to the extent that such expenses increase due to the subsequent relocation of the delivered item to a location other than the original place of performance (place of performance). We shall be entitled to charge the customer for such additional costs.

(8) The purchaser’s claims for material defects shall expire 12 months from delivery or, if such a period is stipulated, from acceptance. However, the statutory limitation periods for claims for defects shall apply if they are longer than 24 months by law and nothing to the contrary is stated in these terms and conditions of delivery, e.g., for items customarily used for buildings and for buildings and construction defects under contract for work and services, as well as in the case of intentional or grossly negligent defect causation and fraudulent concealment of a defect. These limitation periods also apply to claims for damages for consequential damages under the warranty.

(9) Before the customer can assert further claims or rights (withdrawal, reduction, compensation, reimbursement of expenses), we must first be given the opportunity to remedy the defect within a reasonable period of time, unless we have provided a guarantee to the contrary. Only in urgent cases of operational safety and to prevent disproportionately large damage, in which case we must be notified immediately, does the customer have the right to remedy the defect himself or have it remedied by third parties and to demand reimbursement of the necessary costs from us. If subsequent performance fails despite at least two attempts at subsequent performance, if subsequent performance is impossible, is refused, or is unreasonable for the customer, the customer may withdraw from the contract or reduce the remuneration. Section 9 of these Terms and Conditions of Delivery applies to the assertion of claims for damages by the customer.

(10) Unless otherwise agreed, the sale of used items is subject to the exclusion of any warranty. This exclusion does not apply to claims for damages arising from liability for material defects based on intentional or grossly negligent breaches of our obligations, as well as in cases of culpable injury to life, body, or health.

(11) . We generally assume no liability for damages resulting from preparatory work, such as sandblasting or heat treatment, on the substrate to be coated. In these cases, the responsibility and assessment lies with the client as to whether the substrate intended for surface finishing or coating is suitable for the required processing steps.

§ 7 Liability for damages

(1) Subject to the provisions of paragraph (3) of this Section 7, claims for damages against us, in particular with regard to consequential damages (including lost profits), are excluded unless (i) we are guilty of gross negligence or willful intent, or (ii) it is a breach of a material contractual obligation (cardinal obligation), in which case we are also liable for simple negligence.

(2) To the extent that we owe damages under paragraph (1) above, our liability is limited to the net contractual value of the delivery/service and to the foreseeable damage typical for the contract, unless we are guilty of willful intent. (3) Notwithstanding the provisions of paragraphs (1) and (2) of this Section 9, we are liable for damages in accordance with the statutory provisions for claims for damages (i) under the Product Liability Act, (ii) due to injury to life, limb, or health, and (iii) after assuming a guarantee for the existence of a property (guarantee of quality).

(4) The provisions in Section 7 do not involve a change in the statutory provisions regarding the burden of proof.

(5) To the extent that our liability is excluded or limited, this also applies to the personal liability of our employees, workers, staff, representatives, and vicarious agents.

(6) Any claims for damages shall expire in accordance with the statutory provisions, but no later than one year after the Purchaser’s knowledge or grossly negligent ignorance of the grounds for the claim. This limitation does not apply to the claims referred to in Section 6 (8).

(7) To the extent that the delivery item is installed in or connected to a system, machine arrangement, or machine belonging to the Purchaser for which the Purchaser is required to provide a declaration of conformity or a declaration of incorporation in accordance with the EU Machinery Directive, we shall not be liable for any missing declarations. In such a case, the Purchaser is responsible for obtaining the declaration of conformity/declaration of incorporation for the entire system.

§ 8 Retention of title; user agreements

1) We retain title to the delivered item until all payments arising from the business relationship with the customer have been received.

(2) In the event of a breach of contract by the customer, in particular in the event of default in payment after a reasonable grace period, we are entitled to reclaim the delivered item. This shall not apply if the customer has already filed for insolvency proceedings or if such proceedings have been initiated, which prohibit the immediate return of the delivered items. Withdrawal from the contract does not exclude claims for damages against the customer. After taking back the delivered item, we are entitled to dispose of it; the proceeds from the disposal shall be credited against the customer’s liabilities – less reasonable disposal costs. The disposal provisions of the Insolvency Code remain unaffected.

(3) The purchaser undertakes to treat the delivered goods with care as long as the retention of title exists; in particular, the purchaser is obligated to adequately insure the goods at its own expense against fire, water, and theft damage, covering the original value. If maintenance and inspection work is required, the purchaser must carry out these at its own expense and in a timely manner.

(4) In the event of seizures or other interventions by third parties, the purchaser must point out the retention of title and notify us immediately.

(5) The purchaser is entitled to resell the delivered goods in the ordinary course of business. However, the purchaser hereby assigns to us all claims arising from the resale against its customers or third parties in the amount of the final invoice amount (including VAT), regardless of whether the delivered goods were resold without or after processing. The purchaser remains authorized to collect this claim even after the assignment.

(6) However, we are authorized to collect the claim ourselves if the customer fails to meet its payment obligations from the proceeds received, defaults on payment, or files for insolvency proceedings, or if a third party files such a file. In these cases, we may demand that the customer disclose the assigned claims and their debtors, provide all information necessary for collection, hand over the relevant documents, and notify the debtors (third parties) of the assignment. However, collection by us is not possible if the Insolvency Code prohibits this.

(7) The processing, transformation, or combination of the delivered item by the customer is always carried out on our behalf. If the delivered item is processed, transformed, combined, or inseparably mixed with other items that do not belong to us, we acquire co-ownership of the new item in proportion to the value of the delivered item to the other processed, transformed, combined, or mixed items at the time of processing, transformation, combination/mixing. The same applies to the resulting item as to the items delivered subject to reservation of title.

(8) We undertake to release the securities to which we are entitled at the customer’s request to the extent that the value of our securities exceeds the claims to be secured by more than 20%; the selection of the securities to be released shall be at our discretion.

(9) If we supply the customer with items that we merely provide for their use, the customer must protect our property against third parties and may only use and employ the items in their own business and for the intended purpose.

§ 9 Final provisions

(1) The place of performance for all contractual obligations and the place of jurisdiction for all disputes in connection with the contract shall be our registered office. However, we reserve the right, at our discretion, to sue the customer at their registered office.

(2) The legal relationship between the parties shall be governed exclusively by German law, excluding international conventions, in particular the UN Convention on Contracts for the International Sale of Goods (UNCITRAL/CISG).

(3) The assignment of the customer’s rights under the contract requires our consent to be effective.

(4) Should individual provisions of the contract or these terms and conditions of delivery be or become invalid, this shall not affect the validity of the remaining provisions. HaBuR-Saws GmbH | Hahnerberger Straße 136a, 42349 Wuppertal – Germany, …….