General Terms and Conditions of Sale of J.N. Eberle & Cie. GmbH Status: 04/09/2025

1.     Scope and Definitions

a)      All contracts for deliveries and services as well as obligations arising from entering into contract negotiations, initiating a contract, or similar business contacts with entrepreneurs, legal entities under public law, or special public funds (hereinafter "Buyer") are subject to our following General Terms and Conditions of Sale ("GTC"). These GTC apply in particular to contracts for the sale and/or delivery of movable goods ("Goods"). They also apply to future contracts and business contacts in the version that we have communicated to the buyer in their wording at the latest upon conclusion of this obligation.

b)     These General Terms and Conditions of Sale (GTC) apply exclusively. Deviating or unfavorable conditions of the buyer will not become part of the contract even if we do not expressly object to them.

2.     Conclusion of Contract and Offer Documents

a)     Our offers are non-binding and merely invitations to the buyer to submit an offer, unless we have expressly stated otherwise. Offers from the buyer are accepted when we have confirmed them in writing (e.g., by order confirmation or advance invoice) or have executed the delivery or service.

b)     We reserve ownership and copyright rights to all documents provided to the buyer, especially data carriers, documentation, illustrations, drawings, and calculations. They may not be used for purposes other than those agreed in the contract and may not be made accessible to third parties. They must be returned to us immediately when the contract ends or as soon as the contractual purpose has been fulfilled. The buyer is obliged to keep the information and data contained therein confidential. This applies especially to documents and information marked as "confidential." We are entitled to demand the return of documents at any time if confidentiality is not ensured. The obligation to maintain confidentiality remains unaffected by the termination of the contract.

c)      The buyer is obliged to carefully check our offer for accuracy and suitability. This applies in particular to offers in which we have made specific assumptions and based our calculation and performance description on them. If such assumptions are incorrect, the buyer will inform us so that we can correct the offer.

d)     We are entitled to award subcontracts.

e)     If we prepare a cost estimate on behalf of the buyer, the buyer must reimburse the costs according to the time spent.

3.     Nature of the goods or services

a)      Technical data sheets issued by us form part of the contractual agreement on the nature of the goods. Characteristics, uses, or public statements we have made are only part of the owed requirements if they have been expressly and in writing agreed upon.

b)     We reserve the right to make customary technical changes (especially improvements) until delivery, provided that these only cause insignificant changes in the nature of the goods and do not unreasonably impair the buyer's interests.

c)      Statements regarding the nature or durability of a good or service constitute a warranty (guarantee within the meaning of § 276 para. 1 BGB) or guarantee (§ 443 BGB) only if we have expressly granted such in writing.

d)     If we produce or modify the goods based on special instructions from the buyer, we are not obliged to verify these instructions without a special agreement. The buyer has no claims for defects resulting from these instructions.

4.     Prices and payment terms

a|     Our prices apply, unless otherwise agreed, to unpackaged goods ex works plus shipping, insurance, and packaging costs. All prices are net amounts excluding taxes levied on sales, such as VAT, GST (Goods and Services Tax), and withholding taxes. We issue invoices in accordance with applicable law, especially the VAT Act and applicable excise tax laws. To the extent that deliveries or services are subject to VAT and/or similar taxes, these taxes, subject to the withholding tax regulation in the following sentence, must be paid by the buyer to us in addition to the price, unless the buyer as the recipient of the deliveries or services is required by law to pay this tax to the competent tax authority. To the extent that deliveries or services are subject to withholding tax, these taxes are owed by the buyer in addition to the invoice amounts and must be paid to the competent tax authority.

b)     Unless otherwise stated in the order confirmation, our list prices or, alternatively, our usual prices apply.

c)      If there is a significant change in the cost factors for the goods more than six (6) weeks after the contract is concluded and before the agreed delivery date, the agreed price may be adjusted accordingly to reflect the impact of the relevant cost factors to a reasonable extent. This applies in particular if:

• our procurement costs for raw materials or other services for producing the goods for the buyer change significantly;
• the delivery or performance to the buyer is subject to significantly changed and/or additional sovereign taxes, duties, or other charges;
• our storage, transport, or packaging costs change significantly;
• our energy, heating, or fuel prices change significantly;
• our rental costs including ancillary rental costs for leased premises or production equipment change significantly;
• we have to change the technical infrastructure due to legal requirements, resulting in unforeseeable costs at contract conclusion;
• if the other costs relevant for price calculation change due to unforeseeable circumstances not caused or influenced by us.

A price adjustment must be fair, in particular it may only be made to the extent necessary to offset the change, taking into account any savings, and must not be caused by our culpable behavior. It must be announced in writing in advance with a notice period of at least four (4) weeks stating the reason. At the buyer’s request, we will explain the amount of the adjustment transparently.

d)     If, after contract conclusion, we find that assumptions which became part of the contract (Clause 2 letter c) are incorrect, the buyer is obliged to compensate any additional expenses according to the agreed or, alternatively, our usual rates, unless we submit a supplementary offer.

e)      Unless otherwise specified in the order confirmation or these terms, invoices are due after 14 days without deduction. For bank transfers, the timeliness of payments depends on their availability to us. If no payment date is agreed, default occurs according to statutory provisions. If the buyer is in default with one claim, we may declare all other claims against the buyer immediately due without deduction.

f)       We are entitled to send invoices electronically to the buyer. We may also use couriers or agents for invoicing. Unless otherwise agreed, we may send the invoice to the buyer’s publicly announced address or electronic address.

g)      We are entitled to apply payments to the oldest due invoice, even if the buyer specifies a different repayment order. Otherwise, all payments from the buyer shall follow the repayment order according to § 366 para. 2 BGB.

h)     If the buyer does not comply with the payment terms or it becomes apparent after the contract conclusion that our claim to the counter-performance is endangered due to the buyer's lack of performance capability, we are entitled, in the absence of any prepayment obligation by the buyer, to execute outstanding deliveries or services only against advance payment.

i)       If installment payment is agreed, the entire remaining claim becomes due if the buyer is in default with at least two consecutive installments, either wholly or partially. Deferral agreements become invalid if the buyer defaults on a payment or the conditions of § 321 BGB in relation to a claim.

5.     Set-off, Rights of Retention, and Assignment

a)     The buyer may only offset with undisputed or legally established claims. The buyer is only entitled to exercise rights of retention with undisputed or legally established claims from the same legal relationship.

b)     The assignment of claims against us is excluded unless they fall within the scope of § 354a HGB. We are entitled to assign all claims against the buyer to third parties. The buyer must bear all fees, costs, and expenses incurred by us or a third party to whom we have assigned a claim against the buyer, arising from and in connection with a successful collection procedure against the buyer outside the Federal Republic of Germany.

6.     Delivery and Transfer of Risk

a)     All deliveries are made ex works. We do not guarantee the most economical shipping method.

b)     Except in cases of an expressly agreed obligation to deliver to a specific place, the risk of loss and deterioration of the goods passes to the buyer upon delivery to the person commissioned with the shipment, regardless of the arrangement of transport costs, even if we carry out the shipment ourselves. Unless otherwise agreed, we are entitled to determine the method of shipment (in particular the transport company, shipping route, packaging) ourselves.

c)     If the buyer communicates their request before shipment, we will cover the delivery with transport insurance at their expense.

d)     In case of transport damage, the buyer must immediately initiate a record of facts with the responsible authorities and notify us of the damage in writing.

e)      Unless otherwise agreed, we are entitled to partial deliveries, partial services, and corresponding invoicing, provided these are not exceptionally unreasonable for the buyer.

7.     Delay in Performance and Delay in Acceptance

a)     All dates and deadlines for the provision of deliveries or services by us are only binding if we have expressly designated them as binding.

b)     Even if a calendar date is set for delivery or performance or if delivery or performance is to be preceded by an event and a reasonable time for delivery or performance is determined so that it can be calculated from the event according to the calendar, we only fall into default upon reminder by the buyer.

c)     Performance obstacles for which we are not responsible lead to a corresponding extension of the delivery or performance period, even if we are already in default. This applies in particular to force majeure, war, natural disasters, traffic or operational disruptions, restricted import, energy and raw material shortages, official measures such as orders and warnings (e.g., in epidemics or pandemics), labor disputes, or a breach of cooperation obligations or duties by the buyer. We are entitled to withdraw from the contract if the obstacle to performance continues for an unknown period and the purpose of the contract is endangered. If the hindrance lasts longer than two (2) months, the buyer is entitled to withdraw from the contract regarding the part not yet fulfilled, unless the buyer has the right to withdraw from the entire contract.

d)     An extension of the delivery or performance period also occurs as long as we are negotiating with the buyer about a change in delivery or performance or submitting a supplementary offer after assumptions in our offer, which have become part of the contract, prove to be incorrect.

e)      Compliance with our delivery obligation requires the timely and proper fulfillment of the buyer’s obligations.

f)       Goods reported as ready for delivery must be collected by the buyer immediately. If delivery of the goods is delayed for reasons attributable to the buyer, we are entitled to store the goods at the buyer’s expense and risk, take all measures suitable to preserve the goods, and invoice the goods in full. The same applies if the buyer does not collect goods reported as ready for delivery within four (4) days. We reserve the right to claim further damages for delay.

8.     Retention of Title

a)     We reserve ownership of the items we deliver until all payments from the entire business relationship have been received. Contrary to § 449 para. 2 BGB, we are entitled to demand the return of the items without withdrawing from the purchase contract if the buyer is wholly or partially in default of payment of the purchase price.

b)     The buyer is obliged to treat the delivered item or other items that are our property or co-ownership under this clause 8 with care. In particular, they are required to insure these at their own expense against fire, water, theft, and vandalism damage for their replacement value. If maintenance and inspection work is necessary, they must carry it out in a timely manner at their own expense.

c)      In the event of seizures or other interventions by third parties, the buyer must notify us immediately so that we can file a lawsuit according to § 771 ZPO. If the third party is unable to reimburse us for the judicial and extrajudicial costs of a lawsuit under § 771 ZPO, the buyer is liable for the loss we incur.

d)     The buyer is entitled to process or resell the delivered item in the ordinary course of business. If the buyer processes the reserved goods, the processing is carried out on our behalf as the manufacturer, and we acquire ownership directly or – if the processing involves materials from multiple owners or the value of the processed item is higher than the value of the reserved goods – co-ownership of the new item in proportion to the value of the reserved goods relative to the value of the newly created item. In the event that such ownership acquisition does not occur for us, the buyer hereby transfers to us the future ownership or, as described above, the co-ownership in the stated proportion. If the delivered item is combined or inseparably mixed with other items to form a single item and one of the other items is to be regarded as the main item, we transfer to the buyer co-ownership of the single item in the proportion stated in sentence 2, provided the main item belongs to us. In the case of resale, the buyer hereby assigns to us all claims up to the invoice final amount including VAT that arise from the resale against their customers or third parties. The buyer remains authorized to collect this claim even after the assignment, provided they have met the conditions for forwarding the collected amounts to us and as long as the conditions for the objection of insecurity according to § 321 BGB do not apply. Our right to collect the claim ourselves remains unaffected. At our request, the buyer is obliged to disclose the assignment and to hand over the documents and information necessary to assert the claim.

e)      We undertake to release the securities to which we are entitled at the buyer’s request to the extent that the value of our securities exceeds the claims to be secured by more than 20%. The choice of the securities to be released is at our discretion.

f)       If the extended or extended retention of title regulated in this section 8 is subject to a foreign legal system under the rules of private international law and is ineffective under the applicable law there or if additional conditions are required for its effectiveness that are not met, the following retention of title applies exclusively: The delivered item remains our property until full payment has been made.

9.     Warranty

a)     The buyer’s rights due to material defects are subject to the condition of proper inspection and complaint (inspection and complaint obligation according to § 377 HGB).

b)     We are entitled, at our discretion, to remedy the defect either by repair or by delivering a defect-free item (subsequent performance). Only if subsequent performance fails may the buyer reduce the purchase price or, at their choice, withdraw from the contract. Our obligation to bear the expenses necessary for the purpose of subsequent performance or for the return of the replaced item, in particular transport, travel, labor, and material costs, is excluded in any case if the expenses increase because the purchased goods were moved after delivery to a location other than the buyer’s commercial establishment as the recipient, unless the relocation corresponds to the intended use of the item. The buyer’s right under § 439 (3) BGB to demand reimbursement of the necessary expenses for removing the defective item and installing or attaching the repaired or delivered defect-free item is limited to 150% of the purchase price of the goods in defect-free condition or 200% of the defect-related depreciation. The buyer’s right to claim damages remains unaffected by the above provisions.

c)      Recourse claims according to § 445a BGB are only available to the buyer if we are responsible for the defect. If the buyer is held liable by a customer for subsequent performance, recourse claims against us only exist if the buyer has given us the opportunity to perform subsequent performance. Recourse claims are also only available to the buyer if we would not have been entitled to refuse subsequent performance ourselves. Only subsequent performance expenses that have led to successful subsequent performance are subject to recourse. If the buyer has taken back the goods or the customer has reduced the purchase price, recourse claims against us only exist if the buyer could not have averted the return or reduction by subsequent performance. The amount of the buyer's recourse claim is limited to the net purchase price of the affected goods.

d)     In cases of intentional or grossly negligent breaches of duty, for damages resulting from at least negligent injury to life, body, or health, for claims under the Product Liability Act, as well as for assurances (guarantee within the meaning of § 276 paragraph 1 BGB) or warranty (§ 443 BGB) or in cases of fraudulent concealment of the defect (§ 444 BGB), the statutory provisions on limitation periods apply. All other warranty claims of the buyer expire after one (1) year. The same applies to:

• Claims due to legal defects with the following exception: Without prejudice to sentence 1, claims due to a defect that exists in a third party's real right, on the basis of which the surrender of the purchased item can be demanded, expire after five (5) years.
• Recourse claims, provided the end customer is not a consumer. In these cases, the suspension of the limitation period according to § 445b paragraphs 2 and 3 of the German Civil Code (BGB) is also excluded.

e)     For any necessary repair, the buyer must provide us with the information required for fault diagnosis and correction, if necessary upon request. In the case of on-site subsequent performance, we must be given unhindered access to the defective goods.

f)      If the buyer asserts a claim for subsequent performance and it turns out that no claim for subsequent performance exists (e.g., user error, improper handling of the goods, absence of a defect), the buyer must reimburse us for all costs incurred in connection with the inspection of the goods and the subsequent performance, unless the buyer is not responsible for our involvement.

g)     A guarantee for the continued freedom from rust of the goods during storage or transport cannot be assumed due to possible condensation, even if special greasing or special packaging types have been agreed upon.

h)     For goods sold as downgraded material (e.g., so-called II-a material), the buyer's rights due to defects are excluded. This exclusion does not apply to claims arising from a warranty given by us (guarantee within the meaning of § 276 para. 1 BGB) or guarantee (§ 443 BGB) or in cases of fraudulent concealment of the defect (§ 444 BGB). The exclusion also does not apply to claims for damages due to at least negligent injury to life, body, or health, claims based on other damages resulting from intentional or grossly negligent breach of duty, as well as claims under the Product Liability Act.

10.   Limitation of Liability

a)     We are not liable for simple negligence of our organs, legal representatives, employees, or other vicarious agents. This limitation of liability does not apply to

• Damages resulting from injury to life, body, or health caused by at least negligent breach of duty;
• Other damages caused by at least grossly negligent breach of duty or by at least negligent breach of essential contractual obligations (obligations whose fulfillment makes the proper execution of the contract possible in the first place and on whose compliance the contracting party regularly relies);
• Damages that fall within the scope of a warranty given by us (guarantee within the meaning of § 276 para. 1 BGB) or guarantee (§ 443 BGB);
• Claims under the Product Liability Act.

b)     Our liability for simple negligence or grossly negligent behavior of our vicarious agents who are not legal representatives or senior executives (simple vicarious agents) is, except in the cases of the preceding letter a), limited to the damage typically expected at the time of contract conclusion and, in the case of claims for reimbursement of futile expenses, to the amount of the performance interest.

c)      This section 10 also applies to the buyer's claims for damages arising from contractual relationships established through the initiation of contract negotiations, the establishment of a contract, or similar business contacts. If a contract is concluded between us and the buyer, the buyer hereby waives all claims that go beyond the liability under this section 10.

d)     This section 10 also applies to tort claims of the buyer.

e)      To the extent that liability is excluded or limited under this section 10, this also applies to the personal liability of our employees, representatives, and vicarious agents.

f)       Without prejudice to clause 9 letter c), other claims for damages and reimbursement of futile expenses by the buyer shall expire within one (1) year. This does not apply to damages that fall within the scope of a warranty granted by us (guarantee within the meaning of § 276 para. 1 BGB) or guarantee (§ 443 BGB). It also does not apply to claims for damages due to at least negligent injury to life, body, or health, claims due to other damages based on intentional or grossly negligent breach of duty, as well as claims under the Product Liability Act.

g)      The buyer shall indemnify us against all claims of their vicarious agents or other third parties employed by them that go beyond the liability under this clause 10, including claims arising from pre-contractual obligations and similar business contacts.

11.   Place of performance, choice of law, contract language, and place of jurisdiction

a)     The place of performance for contracts with merchants for both parties is the location of our company in Augsburg.

b)     German law shall exclusively apply to these GTC and the entire legal relationship between us and the buyer.

c)      The contract language is German. Insofar as translations of these conditions into other languages are provided, only the German version shall be legally binding for the interpretation of the provisions.

d)     If the buyer is a merchant, a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from the contractual relationship shall be the location of our company in Augsburg; however, we are entitled to sue the buyer at any other statutory place of jurisdiction. If the conditions of the preceding sentence are not met, our location in Augsburg shall be agreed as the place of jurisdiction for all disputes arising from the contractual relationship in the event that the party to be sued after conclusion of the contract relocates their residence or habitual place of residence outside Germany or if their residence or habitual place of residence is unknown at the time the lawsuit is filed.

e)     The invalidity of provisions in these GTC or any other provision agreed between us and the buyer shall not affect the validity of the remaining provisions of these GTC or other agreements.

J.N. Eberle & Cie. GmbH

Gernot Egretzberger

Management