For joint success.

1. The following terms and conditions of sale apply to all contracts concluded between the buyer and us for the delivery of goods. By placing the order and/or accepting the goods delivered by us, the customer confirms his knowledge of and agreement with our terms and conditions. They shall also apply to all future business relations, even if they are not expressly agreed again. Deviating conditions of the buyer which we do not expressly recognise are not binding for us, even if we do not expressly object to them. Any deviating terms and conditions are hereby expressly rejected. The following terms and conditions of sale shall also apply if we fulfil the buyer's order without reservation in the knowledge of conflicting or deviating terms and conditions of the buyer.

2. Other agreements, amendments and collateral agreements require written confirmation.

3. All agreements made between the buyer and us for the execution of the purchase contracts are set out in writing in the contracts.

4. These GTC and the contractual relationship between us and the Seller shall be governed by the law of the Federal Republic of Germany to the exclusion of international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.

5. If the Seller is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the exclusive - also international - place of jurisdiction for all disputes arising from the contractual relationship shall be our registered office in Fulda. The same applies if the buyer is an entrepreneur within the meaning of § 14 BGB. However, in all cases we shall also be entitled to bring an action at the place of fulfilment of the delivery obligation in accordance with these GPC or an overriding individual agreement or at the general place of jurisdiction of the seller. Overriding statutory provisions, in particular regarding exclusive jurisdiction, shall remain unaffected.

1. An order placed by the buyer is an offer to conclude a purchase contract. We can accept this within two weeks by sending an order confirmation or by sending the ordered products within the same period.
2. Our offers are subject to change and non-binding, unless we have expressly designated them as binding. The scope of our obligation to perform shall be determined solely by our written order confirmation.
3. Our documents on which the offer or order confirmation is based, such as illustrations, drawings, dimensions and weights, are only to be understood as approximate values, unless they are expressly designated as binding.
4. We reserve our property rights, copyrights and other industrial property rights to all illustrations, calculations, drawings and other documents, materials, models, samples and specifications. The purchaser may only pass these on to third parties with our written consent, irrespective of whether we have labelled them as confidential.
5. Obvious errors, printing, calculation, spelling and calculation errors are not binding for us and do not entitle the customer to any compensation.
6. We reserve the right to make design changes and other changes to technical data and performance features in the interests of technical progress.

1. Our prices are inclusive of standard packaging and exclusive of VAT. This is shown in the invoice at the statutory rate on the day of invoicing.
2. In principle, deliveries are made against prepayment, on request and verification against invoice in the currency "EURO".
3. All orders shall be based on the prices and discount rates applicable at the time of delivery. A cash discount deduction is only permissible with a special written agreement between us and the buyer. This written agreement is also concluded, for example, by our order confirmation. We reserve the right to change prices if the period between the conclusion of the contract and the agreed date of performance is longer than 3 months and if the factors on which the price calculation is based have changed during this period.
4. Deliveries against invoice must be expressly agreed. The purchase price is then due for payment net (without deduction) immediately upon receipt of the invoice by the buyer, unless the order confirmation specifies a different payment term.
   Payment is only deemed to have been made when we can dispose of the amount. In the case of cheque payments, payment shall only be deemed to have been made when the cheque has been cashed and credited. We are not obliged to accept bills of exchange.
5. If the buyer defaults on payment, the statutory provisions shall apply.
6. All our claims against the buyer shall become due immediately if a payment deadline is not met or the buyer breaches other contractual agreements or we become aware of circumstances which are likely to reduce the buyer's creditworthiness. Furthermore, in such a case we are authorised to carry out outstanding deliveries only against advance payment or provision of security, even if previously agreed otherwise. After setting a reasonable period of grace, we shall also be entitled in this case to withdraw from the contract or to demand compensation for non-fulfilment. We may also prohibit the resale of the goods delivered subject to retention of title, demand their return or the transfer of indirect possession at the buyer's expense and revoke a collection authorisation.
7. The purchaser shall only be entitled to set-off, even if notices of defects or counterclaims are asserted, if the counterclaims have been legally established, recognised by us or are undisputed. The buyer is only authorised to exercise a right of retention if his counterclaim is based on the same contractual relationship.

1. Delivery dates or deadlines that have not been expressly agreed as binding are exclusively non-binding information. The delivery period stated by us shall not commence until technical questions and details of execution have been clarified.
2. The buyer must fulfil all obligations incumbent upon him properly and in good time. The agreed delivery period shall be extended - without prejudice to our rights arising from default on the part of the buyer - by the period by which the buyer is in default with his obligations arising from this or another contract. This shall also apply if a fixed delivery date has been agreed.
3. If the underlying purchase contract is a fixed-date transaction within the meaning of Section 286 (2) No. 4 BGB or Section 376 HGB, we shall be liable in accordance with the statutory provisions. The same applies if the buyer is entitled to assert the discontinuation of his interest in the further fulfilment of the contract as a result of a delay in delivery for which we are responsible. In this case, our liability shall be limited to the foreseeable, typically occurring damage. The limitation of liability shall not apply if the delay in delivery is due to a wilful breach of contract for which we are responsible, whereby fault on the part of our representatives or vicarious agents shall be attributed to us. We shall also be liable to the buyer in the event of a delay in delivery in accordance with the statutory provisions if this is due to an intentional or grossly negligent breach of contract for which we are responsible, whereby fault on the part of our representatives or vicarious agents is attributable to us. Our liability is limited to the foreseeable, typically occurring damage if the delay in delivery is not due to a wilful breach of contract for which we are responsible.
4. In the event that a delay in delivery for which we are responsible is based on the culpable breach of a material contractual obligation, whereby fault on the part of our representatives or vicarious agents is attributable to us, we shall be liable in accordance with the statutory provisions with the proviso that in this case the liability for damages shall be limited to the foreseeable, typically occurring damage.
5. Any further liability for a delay in delivery for which we are responsible is excluded. The further statutory claims and rights of the buyer to which he is entitled in addition to the claim for damages due to a delay in delivery for which we are responsible shall remain unaffected.
6. We are entitled to make partial deliveries and render partial services at any time, insofar as this is reasonable for the customer.
7. Delivery dates shall be deemed to have been met if the goods have left our factory on time.
8. Events of force majeure shall entitle us to postpone the delivery for the duration of the hindrance and a reasonable start-up period or to withdraw from the contract due to the part not yet fulfilled. Force majeure is equivalent to strikes, lockouts and other circumstances that make delivery significantly more difficult or otherwise impossible for us, regardless of whether they occur at our premises or those of a supplier. The buyer may demand a declaration from us as to whether we wish to withdraw from the contract or deliver within a reasonable period of time. If we do not make a declaration, the buyer may withdraw from the contract.
9. If the buyer is in default of acceptance, we shall be entitled to demand compensation for the resulting damage and any additional expenses. The same shall apply if the Buyer culpably breaches its obligations to co-operate. The risk of accidental deterioration and accidental loss shall pass to the Buyer upon the occurrence of default of acceptance or debtor's delay.

• Delivery shall be made in accordance with the Ex Works (EXW) clause, excluding packaging and freight. Surcharges for express and air freight shipments will be passed on by us.
• All risk is transferred to the buyer when the goods are handed over to the customer as collector, but at the latest when they leave the factory or warehouse or are handed over to the first carrier.
• In the case of delivery with installation or assembly at the purchaser's location, the transfer of risk shall be on the day of acceptance at the purchaser's own premises or, if agreed, after a faultless trial run.
  If dispatch, delivery, the start or performance of installation or assembly, the acceptance at the purchaser's own premises or the trial run is delayed for reasons for which the purchaser is responsible
  or if the purchaser is in default of acceptance for other reasons, the risk shall pass to the purchaser as soon as the goods are made available.
• We do not take back transport packaging and all other packaging in accordance with the Packaging Ordinance, with the exception of pallets. The Buyer shall dispose of the packaging at his own expense.
• If dispatch is delayed at the request or through the fault of the Buyer, we shall store the goods at the expense and risk of the Buyer. In this case, notification of readiness for dispatch shall be deemed equivalent to dispatch.
• The minimum order value for dispatch deliveries is EUR 100 (excluding VAT) in Germany and EUR 250 abroad (not for orders via the online shop). In the case of small deliveries for orders below the minimum order value, pro rata handling costs of EUR 50 (excluding VAT) will be charged in addition to packaging and shipping costs. (Note on the minimum quantity surcharge!) Shipping deliveries abroad are not carried out.
• Orders for custom-made products and orders for quantities and dimensions that are not included in our catalogue must be placed in writing by the purchaser. If necessary, a down payment to be agreed must be made. If customised products are ordered in larger quantities, we may exceed or fall short of the delivery by a reasonable amount (usually ±10%). Dispatch packaging is always charged at cost price.

The following contractual clauses shall apply in addition to the contractual items labelled as custom-made in our written order confirmation in relation to entrepreneurs in accordance with § 14 BGB:

1. The buyer may only withdraw from the contract within the framework of the statutory provisions if the seller is responsible for the breach of duty. In the event of a breach of duty, the Buyer must declare within a reasonable period of time following the Seller's request whether it is cancelling the contract due to the breach of duty or insisting on delivery. In the event of defects, however, the provisions of these GTCs shall apply.
2. In the event of a delay in acceptance or a cancellation of the contract in accordance with the above provision, we are entitled, after setting a reasonable grace period combined with a threat of refusal, to demand compensation for damages and/or expenses in the total amount of 20% of the purchase price of the order confirmation.
   The Buyer may provide evidence of lower damages. Individually agreed contractual penalties shall be offset against the compensation for damages and expenses.

1. In contractual relationships with fully qualified merchants and between companies, we guarantee that our products are free of defects for a period of one year from the time they reach their destination
   in accordance with V. 1. of these GTC.
2. We guarantee milling spindles and other wearing parts to be free of defects for a period of 6 months. This warranty period of 6 months also applies to milling spindles that are integrated into a machine system.
   We guarantee that accumulators and wearing parts such as brake pads and brake discs are free of defects for a period of 6 months.
3. We provide technical application advice to the best of our knowledge. However, all details and information on the suitability and application of our goods are non-binding and do not exempt the purchaser from carrying out his own calculations, tests and trials. The buyer is responsible for observing legal and official regulations when using the goods. We shall only be liable for the suitability of the goods for a specific purpose if this has been expressly guaranteed in writing.
4. We provide a warranty for material defects to the exclusion of further claims - subject to the following provisions and the regulations in Clauses 8 and 9 - as follows:
5. Claims for defects by the buyer as a registered trader shall only exist if the buyer has properly fulfilled his obligations to inspect and give notice of defects in accordance with § 377 HGB (German Commercial Code). Other buyers must notify us in writing within 10 days of receipt of the goods. In business transactions with non-merchants, this shall only apply insofar as obvious defects are concerned. Complaints can only be considered if the goods are still in the condition in which they were delivered.
6. In the event of justified complaints, we are entitled to withdraw from the contract or reduce the purchase price (reduction) or are obliged to provide subsequent fulfilment, excluding the rights of the buyer, unless we are entitled to refuse subsequent fulfilment on the basis of statutory regulations. The buyer must grant us a reasonable period of time for subsequent fulfilment. Subsequent fulfilment may, at our discretion, take the form of rectification of the defect (repair) or delivery of new goods. In the event of rectification of the defect, we shall bear the necessary expenses insofar as these are not increased because the subject matter of the contract is located at a place other than the place of fulfilment. If the subsequent fulfilment has failed, the buyer may, at his discretion, demand a reduction in the purchase price (abatement) or declare his withdrawal from the contract. Rectification shall be deemed to have failed after the second unsuccessful attempt, unless further attempts at rectification are appropriate and reasonable for the purchaser due to the subject matter of the contract. The Buyer may only assert claims for damages under the following conditions due to the defect if the subsequent fulfilment has failed. The right of the buyer to assert further claims for damages under the following conditions remains unaffected by this.
7. A return of the rejected goods is only permitted with our consent. Returns must be made in the original packaging or equivalent packaging. The freight costs are to be borne by the buyer. A refund shall only be made in the event of a justified complaint. If the customer arranges for an inspection of goods delivered by us and indicates a defect for which we would be liable, we will charge a processing fee for each device inspected if it turns out that there is no defect.
   The inspection fees amount to a minimum of €50.00 and a maximum of €250.00. This depends on the effort involved. This depends on the cost of the inspection.
8. The buyer's warranty claims shall expire one year after delivery of the goods to the buyer, unless we have fraudulently concealed the defect, in which case the statutory provisions shall apply. Our obligations under Section 6, Clause 9 and Section 6, Clause 10 remain unaffected by this.
9. In accordance with the statutory provisions, we are obliged to take back the new goods or to reduce the purchase price, even without the otherwise required setting of a deadline, if the buyer's customer, as the consumer of the new movable item sold (purchase of consumer goods), could demand the return of the goods or the reduction of the purchase price from the buyer due to the defect of these goods or if the buyer is entitled to such a resulting right of recourse. In this case, we are also obliged to reimburse the buyer's expenses, in particular transport, travel, labour and material costs, which the buyer had to bear in relation to the end consumer in the context of subsequent performance due to a defect in the goods existing at the time of the transfer of risk from us to the buyer. The claim is excluded if the buyer has not properly fulfilled his obligations to inspect and give notice of defects in accordance with § 377 HGB (German Commercial Code).
10. The obligation pursuant to Section 6 (9) is excluded if the defect is due to advertising claims or other contractual agreements that do not originate from us, or if the Buyer has given a special guarantee to the end consumer. The obligation is also excluded if the buyer himself was not obliged to exercise the warranty rights vis-à-vis the end consumer on the basis of the statutory regulations or did not make this complaint in respect of a claim made against him. This shall also apply if the buyer has assumed warranties vis-à-vis the end consumer that go beyond the statutory scope.
11. Irrespective of the following limitations of liability, we shall be liable in accordance with the statutory provisions for damage to life, limb and health resulting from a negligent or intentional breach of duty by us, our legal representatives or our vicarious agents, as well as for damage covered by liability under the Product Liability Act. For damages that are not covered by sentence 1 and that are based on intentional or grossly negligent breaches of contract as well as fraudulent intent on our part, on the part of our legal representatives or our vicarious agents, we shall be liable in accordance with the statutory provisions. In this case, however, our liability for damages shall be limited to the foreseeable, typically occurring damage, unless we, our legal representatives or our vicarious agents have acted wilfully. To the extent that we have given a guarantee of quality and/or durability in respect of the goods or parts thereof, we shall also be liable under this guarantee. However, we shall only be liable for damages that are based on the absence of the guaranteed quality or durability but do not occur directly on the goods if the risk of such damage is clearly covered by the quality and durability guarantee.
12. Any further liability is excluded, regardless of the legal nature of the asserted claim; this also applies in particular to tortious claims or claims for reimbursement of futile expenses instead of performance; our liability pursuant to Section 4 (6) to Section 4 (10) of this contract remains unaffected by this. Insofar as our liability is excluded or limited, this shall also apply to the personal liability of our employees, workers, staff, representatives and vicarious agents.
13. The Buyer's claims for damages due to a defect shall become time-barred one year after delivery of the goods. This shall not apply in the event of injury to life, limb or health caused by us, our legal representatives or our vicarious agents, or if we, our legal representatives have acted wilfully or with gross negligence, or if our ordinary vicarious agents have acted wilfully.
14. Furthermore, we accept no liability for damage caused by the following reasons: Unsuitable and improper use or storage, faulty assembly by the customer or third parties, unauthorised repair attempts and modifications, natural wear and tear, faulty or negligent handling, chemical influences, electrical influences etc. over which we have no influence, as well as in the case of improper use and non-compliance with our operating instructions and catalogue sheets. In addition, the warranty shall lapse if the customer or a third party has made changes without our prior written consent and without other authorisation (delay on our part in rectifying the fault), in particular to control systems/software, even if the fault occurs in a part that has not been changed.
15. In the event of defects of title, if the use of the delivery item leads to an infringement of industrial property rights or copyrights in Germany, we shall, at our expense, procure the right for the customer or modify the delivery item in a manner reasonable for the customer in such a way that the infringement of property rights no longer exists. If this is not possible under economically reasonable conditions or within a reasonable period of time, the customer shall be entitled to withdraw from the contract. Under these conditions, we are also entitled to withdraw from the contract. In addition, we shall indemnify the customer against undisputed or legally established claims.
16. The aforementioned obligation on our part is subject to the above liability provision in the event of an infringement of industrial property rights and copyrights. The obligation under Clause 15 shall only apply if the customer informs us immediately of any asserted infringements of property rights and copyrights, the customer supports us to a reasonable extent in the defence of the asserted claims or enables us to modify them, we reserve the right to take all defensive measures including out-of-court settlements, is not based on an instruction from the customer and the infringement of rights was not caused by the customer modifying the delivered item without authorisation or using it in a manner not in accordance with the contract.

• If the buyer wishes to receive a cost estimate before repairs are carried out, this must be expressly stated. Costs for despatch and packaging shall be borne by the purchaser. The invoice amount for repairs is to be paid immediately without any deductions. Repairs, including those under warranty, shall always be carried out in our factory, unless otherwise agreed in writing.
• Returns of delivered goods are only possible after consultation and agreement, with appropriate deductions. Customised products and software are generally excluded from return! A copy of the delivery note or invoice must be enclosed with all returns. The costs of the return shipment shall be borne by the purchaser and are to be made "carriage paid".

1. Unless otherwise agreed in writing, assembly work shall be remunerated separately. The installation costs include in particular travelling expenses, daily allowances and the usual rates for working time and surcharges for overtime, night work, work on Sundays and public holidays, for work under difficult circumstances and for planning and supervision.
2. Maintenance work requires a separate contract, which the customer can conclude when purchasing the machine. The services for maintenance are defined in this maintenance contract. The maintenance contract does not include any work in accordance with paragraph 7 or any spare parts or other work.
3. The costs for preparation, travelling, waiting and travel times will be invoiced separately. If the installation, commissioning and maintenance is delayed through no fault of our own, the customer shall bear all costs for the waiting time and for any further travelling required.
4. The customer shall provide the necessary auxiliary personnel and the required number of tools at his own expense. Furthermore, the customer shall provide sufficiently large, suitable, dry and lockable rooms for the storage of machine parts, equipment, materials, tools, etc. The customer shall protect our property and the tools from unauthorised access. In order to protect our property and the service personnel, he shall take the same measures that he would take to protect his own property. If the nature of the customer's business requires special protective clothing and protective devices for the service personnel, the customer shall also provide these.
5. Our service personnel and their vicarious agents are not authorised to carry out work which is not carried out in fulfilment of our obligation to deliver and install or assemble the delivery item or the maintenance contract or which is initiated by the customer or a third party without consultation with us. We shall not be liable for such work that is not attributable to our area of responsibility.
   If assembly or maintenance is carried out by the customer or a third party commissioned by the customer, our applicable operating and assembly instructions must be observed.

• In return for payment, the customer shall receive a non-exclusive, non-transferable right to use software of any kind from us and the associated documentation on a specific hardware product or on a hardware product to be specified in individual cases. We remain the owner of the copyright and all other industrial property rights. The right to make copies is only granted for the purpose of data backup. Copyright notices may not be removed.
• We supply installation and commissioning instructions with corresponding safety instructions for your software in printed form. All other documentation is only supplied in the form of software data. With the subsequent delivery of new software releases, the corresponding necessary software data will also be sent. We are also authorised to supply the documentation by means of online help or online documentation.
• Any disclosure to third parties requires our prior written consent in all cases. If software is provided for the purpose of resale, third parties must ensure that this condition is recognised. Modifications are not permitted.
• In the event of a breach of these provisions, the customer shall pay a contractual penalty in the amount of 10 times the order value for each breach. Further claims for damages remain unaffected. This contractual penalty shall be offset against any claims for damages. The customer shall be entitled to prove that less or no damage has been incurred. In this case, the software and the associated documents must be returned immediately.
• The above conditions shall not apply to software developed exclusively on a customer-specific basis on the basis of a specification provided by the customer. This software, developed within the framework of the contractually created complete control system, has been customised by us using modular software modules (standard software modules) created by us for a variety of applications and adapted to the contractual performance requirements (customer-specific application program).
• Upon full payment of the purchase price for the customised application program, we shall transfer to the customer the exclusive, spatially and temporally unlimited right of use, without the customer being entitled to any rights whatsoever to the individual standard software modules on which the customer-specific adaptation is based.
• Notwithstanding these provisions, we shall remain entitled to create and offer customised software solutions based on this development and resulting from other tasks of other customers. In any case, we shall retain a simple right of use to the customised solutions for internal purposes.
• Subject to the provisions in clause 6, we guarantee the proper duplication of our software. Our software is executable on hardware products specified by us. The fulfilment of the warranty shall be effected by replacement delivery. Otherwise, no warranty is given for the freedom from defects of the software and its data structure, unless otherwise agreed in writing. For customised software, we guarantee compliance with the functional and performance characteristics specified in the specifications, the order confirmation, the documentation or the jointly agreed work/process descriptions. We do not warrant that the programmes are free of errors when used in all applications intended by the customer, in particular not for those that were not known to us or tested at the time of creation/acceptance.

1. The delivered goods (reserved goods) shall remain our property until all claims, including all current account balance claims, to which we are entitled against the buyer now or in the future, have been settled. In the event of breach of contract by the buyer, e.g. default of payment, we shall be entitled to take back the reserved goods after setting a reasonable period of grace. If we take back the reserved goods, this shall constitute a cancellation of the contract. If we seize the reserved goods, this shall constitute a cancellation of the contract. We are entitled to utilise the reserved goods after taking them back. After deducting a reasonable amount for the realisation costs, the realisation proceeds shall be offset against the amounts owed to us by the buyer.
2. The buyer must treat the goods subject to retention of title with care and insure them adequately at his own expense against fire, water damage and theft at replacement value. Any maintenance and inspection work that becomes necessary must be carried out by the purchaser in good time at his own expense.
3. The purchaser is authorised to sell and/or use the reserved goods in the ordinary course of business as long as he is not in default of payment. Pledges or transfers by way of security are not permitted. The purchaser hereby assigns to us in full by way of security any claims arising from the resale or any other legal grounds (insurance, unauthorised action) in respect of the reserved goods (including all current account balance claims); we hereby accept the assignment. We revocably authorise the purchaser to collect the claims assigned to us for his account in his own name. The direct debit authorisation can be revoked at any time if the buyer does not properly meet his payment obligations.
   The buyer is also not authorised to assign this claim for the purpose of collecting claims by way of factoring, unless the obligation of the factor is simultaneously established to effect the consideration in the amount of the claims directly to us as long as we still have claims against the buyer.
4. Any processing or remodelling of the goods subject to retention of title by the buyer shall in any case be carried out on our behalf. If the reserved goods are processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the reserved goods (final invoice amount including VAT) to the other processed items at the time of processing. The same shall apply to the new item created by processing as to the reserved goods. In the event of inseparable mixing of the reserved goods with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the reserved goods (final invoice amount including VAT) to the other mixed items at the time of mixing. If the buyer's item is to be regarded as the main item as a result of the mixing, the buyer and we agree that the buyer shall transfer co-ownership of this item to us on a pro rata basis; we hereby accept the transfer. The Buyer shall hold our sole or co-ownership of an item created in this way in safe custody for us.
5. In the event of access by third parties to the reserved goods, in particular seizures, the Buyer shall draw attention to our ownership and inform us immediately so that we can enforce our ownership rights. If the third party is not in a position to reimburse us for the judicial or extrajudicial costs incurred in this connection, the purchaser shall be liable for these.
6. We are obliged to release the securities to which we are entitled to the extent that the realisable value of our securities exceeds the claims to be secured by more than 10%, whereby we are responsible for selecting the securities to be released.

1. The law of the Federal Republic of Germany shall apply exclusively to all legal relationships between the parties, to the exclusion of the UN Convention on Contracts for the International Sale of Goods, even if the purchaser is domiciled or habitually resident abroad or if the goods are delivered abroad. The same applies if the purchaser later moves his habitual residence abroad or is unreachable.
2. If, contrary to your statements when placing the order, you do not have a place of residence in the Federal Republic of Germany or move your place of residence abroad after conclusion of the contract or your place of residence is not known at the time the action is filed, the place of jurisdiction for all disputes arising from and in connection with the contractual relationship shall be Fulda.
3. If the customer is a merchant iSd. § Section 1 (1) of the German Commercial Code (HGB), a legal entity under public law or a special fund under public law, the courts in Fulda shall have exclusive jurisdiction for all disputes arising from or in connection with the contractual relationship in question. In all other cases, we or the customer may bring an action before any court having jurisdiction on the basis of statutory provisions.
4. Should individual provisions of this contract be or become invalid or void in whole or in part, this shall not affect the validity of the remainder of the contract. The parties undertake to replace the invalid or void provision with a valid provision that comes closest to the intended economic purpose. The same applies in the event of a loophole. Amendments and supplements to these General Terms and Conditions must be made in writing to be effective. The cancellation of the written form clause must also be made in writing.

1. All data required for processing the business relationship shall be stored and processed by the seller in compliance with the German Federal Data Protection Act.
2. This contract is drawn up in German and English. In the event of discrepancies between the German version and the English version, as well as in the event of disputes, only the German version shall apply. A translation into another language is expressly waived.

1. The scope of the deliveries (hereinafter: deliveries) shall be governed by the mutual written agreements and, in addition, by these General Terms and Conditions. However, general terms and conditions of the supplier or service provider (hereinafter: Supplier) shall only apply insofar as the Purchaser has expressly agreed to them in writing.

2. The Supplier reserves the unrestricted right of ownership and copyright utilisation rights to cost estimates, drawings and other documents (hereinafter referred to as "Documents"), unless the parties have agreed otherwise in writing. The Documents may only be made accessible to third parties with the prior consent of the Supplier and must be returned to the Supplier immediately upon request if the order is not placed with the Supplier. Sentences 1 and 2 shall apply mutatis mutandis to the Purchaser's documents; however, these may be made accessible to third parties to whom the Supplier has legitimately transferred deliveries.

3. The Purchaser shall have the non-exclusive right to use any software with the agreed performance features in unmodified form on the agreed equipment, unless the parties have agreed otherwise in writing. The customer may make two backup copies without express agreement.

4. Partial deliveries are permissible insofar as they are reasonable for the customer.

1. The prices include packaging, customs duties and transport plus the applicable statutory VAT. The prices stated in the orders or purchase orders are fixed prices, unless the parties have agreed otherwise in writing.
2. If the Supplier is responsible for installation or assembly and unless otherwise agreed, the Supplier shall bear the necessary ancillary costs such as travelling expenses.
3. Payments shall be made free Supplier's paying agent.
4. The Purchaser may only offset claims that are undisputed or have been recognised by declaratory judgement.

1. The objects of the deliveries (goods subject to retention of title) shall remain the property of the Supplier until fulfilment of the claims to which it is entitled against the Purchaser from the respective order or purchase order.
2. For the duration of the retention of title, the Purchaser is prohibited from pledging or transferring ownership by way of security and resale is only permitted to resellers in the ordinary course of business.
3. In the event of seizure, confiscation or other dispositions or interventions by third parties, the purchaser must inform the supplier immediately.
4. In the event of culpable breach of contractual obligations by the Purchaser, in particular in the event of default of payment, the Supplier shall be entitled to take back the goods after a reminder and expiry of a period of 4 weeks; the Purchaser shall be obliged to surrender the goods. The taking back or assertion of the retention of title or the seizure of the reserved goods by the Supplier shall not constitute a cancellation of the contract, unless the Supplier has expressly declared this.
5. Documents made available to the Supplier (sketches, samples, plans, software, etc.) shall remain the property of the Purchaser, may not be handed over or otherwise made accessible to unauthorised persons and must be returned to the Purchaser upon handover of the delivery or service or at the Purchaser's request.

1. Compliance with agreed deadlines for deliveries is subject to the timely receipt of all documents, necessary authorisations and releases to be provided by the Purchaser. The Supplier shall be obliged to notify the Purchaser continuously and without delay of any deliveries of the aforementioned items not yet fulfilled by the Purchaser. If these requirements are not met in good time, the deadlines shall be extended accordingly; this shall not apply if the Supplier is responsible for the delay.
2. If the Supplier is responsible for installation or assembly and unless otherwise agreed, the Supplier shall bear the ancillary costs required for this, such as travelling expenses.
3. If the Supplier is in default, the Purchaser may demand payment of a contractual penalty of one per cent for each completed week of delay, but not exceeding a total of 20% of the price of that part of the Supplies which, owing to the delay, could not be put to the intended use.
4. Other claims of the customer which exceed the limits specified in No. 3 shall remain unaffected. The Purchaser's right to withdraw from the contract after the fruitless expiry of a grace period granted to the Supplier shall also remain unaffected.
5. If dispatch or delivery is delayed by more than one month after notification of readiness for dispatch at the request of the Purchaser, the Supplier shall store the contractual items free of charge for a period of 4 weeks.

1. The risk shall only pass to the Purchaser after acceptance of the deliveries and/or services at the specified dispatch address, place of use or installation site. The Supplier undertakes to send dispatch notes in good time.
2. The Supplier shall insure the deliveries against the usual transport risks.

1. The Supplier warrants that its deliveries and services comply with all relevant safety regulations and recognised rules of technology.
2. Deliveries and services that are not free of defects only have to be accepted by a purchaser if they only have insignificant defects and their usability is only insignificantly restricted.
3. Payment of the Supplier's invoices does not constitute acknowledgement that the delivery or service is free of defects and therefore does not constitute a waiver of any warranty claims or claims for damages to which the Purchaser is entitled.

The Supplier shall be liable for defects, including the absence of warranted characteristics and non-compliance with statutory regulations or recognised technical rules, as follows:

1. All those parts or services whose usability is impaired within 24 months - irrespective of the period of operation - from the date of transfer of risk shall, at the Supplier's discretion, be repaired, replaced or provided again free of charge. In the event of a hidden defect, the aforementioned obligations of the supplier shall apply from the time at which the defect becomes known.
2. Warranty claims shall become time-barred 2 years after notification of the complaint; the supplier must be informed of this immediately in writing.
3. In the event of notification of defects, payments by the Purchaser may be withheld to an extent that is in reasonable proportion to the defects that have occurred.
4. The Supplier shall be granted reasonable time and opportunity to remedy the defect. In each case of rectification of defects and also if the Purchaser asserts its rights listed in Clause 5, the Supplier shall bear the costs associated with the rectification of defects (e.g. dismantling, installation, transport and other costs) or reimburse the Purchaser.
5. If the Supplier allows a reasonable period of grace set for it to remedy the defect to elapse without remedying the defect, the Purchaser may, at its option and at the Supplier's expense, acquire the goods to be delivered free of defects or the services to be rendered elsewhere, remedy the defects itself or have them remedied by third parties, demand cancellation of the contract (rescission) or reduction of the remuneration (abatement) or claim damages alone or in addition. The obligation to pay damages shall extend to all types of damage.
6. The warranty does not extend to natural wear and tear or damage that occurs after the transfer of risk as a result of incorrect or negligent handling, excessive use, unsuitable operating materials, defective construction work, unsuitable building ground or due to special external influences that are not provided for in the contract. If improper modifications or repair work are carried out by the purchaser or a third party, no warranty shall exist for these and the resulting consequences. The Supplier shall nevertheless remain obliged to remedy the defect, whereby the Purchaser shall bear the costs.
7. The warranty period for repairs, replacement deliveries or replacement services shall be 12 months; it shall run at least until the expiry of the original warranty period for the delivery item. It shall be extended for those parts which cannot be operated for their intended purpose due to the interruption by the duration of the interruption in operation caused by the repair, replacement delivery or replacement service.
8. The periods specified in numbers 1, 2 and 7 shall not apply if the law prescribes longer periods in accordance with § 638 BGB.
9. Art. X (Other Liability) remains unaffected.

1. If a third party asserts justified claims against the Purchaser due to the infringement of an industrial property right or copyright (hereinafter: property rights) by products delivered by the Supplier and used in accordance with the contract, the Supplier shall be obliged to indemnify the Purchaser against any claims and demands of third parties and shall take all measures to enable the Purchaser to use the products without infringement.
2. Claims by the Purchaser are excluded insofar as he is responsible for the infringement of property rights.
3. Art. X (Other Liability) remains unaffected, however, as does the right of the customer to withdraw from the contract or to claim damages in accordance with VIII. Clause 5.

If unforeseeable events within the meaning of Art. IV No. 2 significantly change the economic significance or the content of the delivery or have a significant impact on the supplier's operations, the contract shall be adapted appropriately in good faith. If this is not economically justifiable, the Supplier shall have the right to withdraw from the contract. If he wishes to exercise this right of cancellation, he must inform the purchaser immediately after realising the consequences of the event, even if an extension of the delivery period was initially agreed with the purchaser.

The supplier's liability under the Product Liability Act remains unaffected.

1. If the supplier is a registered trader, the sole place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be the head office or branch of the purchaser. However, the Purchaser shall be entitled to sue the Supplier at any other place permitted by law.
2. The contractual relationship shall be governed by German law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

Orders and related agreements are only valid in writing. Verbal agreements are only valid if they are confirmed in writing by the customer. Should a contractual condition be illegal or invalid for any reason, the remaining contractual conditions shall remain legally valid. Otherwise, both parties shall endeavour to find the most economically feasible solution to the problem. The same applies to loopholes.

1. Compliance with laws
   Our suppliers are expected to comply with all (local) laws and regulations that apply to their activities.
2. Fair competition
   Our suppliers must compete fairly and comply with applicable competition and antitrust laws. Our suppliers are not expected to enter into contracts or engage in practices that restrict competition, such as price fixing, market sharing or abuse of a dominant market position.
3. Export control
   We expect our suppliers not to violate any national or international export controls or trade, economic or financial sanctions or embargoes that apply to them. Our suppliers are aware of and manage trade restrictions that apply to their business, including those of sanctioned countries and third parties
4. Fraud prevention
   Our suppliers are expected to do their work reliably and honestly. Our suppliers must have internal control systems in place to detect, prevent and counter fraud and money laundering practices. Any fraud that could have an impact on Aalberts must be reported to us immediately.
5. Corruption or bribery
   We expect zero tolerance of corruption from our suppliers. Our suppliers do not make, offer or authorise bribes. They do not engage in unfair business practices and do not pay bribes. We expect our suppliers to refrain from accepting gifts and favours that (a) are not appropriate and proportionate or (b) are offered with the intention of inducing a person to perform their task improperly in order to secure a business advantage.
6. Avoiding conflicts of interest
   In business transactions between us and our suppliers, we expect our suppliers to make decisions based solely on objective criteria. All factors that could influence the decisions of our suppliers with regard to private, business or other conflicts of interest must be avoided from the outset. The same applies to relatives and other related third parties. If an employee of a supplier is related to an employee of Aalberts and this could create a potential conflict of interest in a business transaction or relationship, our supplier must disclose this fact to Aalberts or ensure that the Aalberts employee does so.
7. Insider trading
   The shares of Aalberts N.V. are listed on the Euronext Amsterdam stock exchange. Our suppliers must not trade Aalberts N.V. shares or encourage others to do so using confidential information. The disclosure of business or financial secrets is generally prohibited, as this could influence the price of Aalberts N.V. shares.

In general, we expect our suppliers to be committed to complying with the Global Compact principles of the United Nations and the OECD.

1. Health & Safety
   Aalberts endeavours to provide a safe and healthy working environment with a low accident rate for all employees and expects its suppliers to do the same. Our suppliers must comply with all applicable safety rules and regulations and utilise a process to report and manage safety incidents.
2. No child labour or forced labour.
   We expect our suppliers to comply with the applicable laws and regulations on child labour and the employment of young people and to strictly adhere to not employing children under the minimum age. Our suppliers' employees are not forced labour, deported for exploitation, subjected to slavery or servitude, or deprived of their rights.
3. Employment conditions
   Our suppliers comply with all legal and regulatory requirements and generally undertake to comply with the principles of the International Labour Organization (ILO). Working hours, salaries, fringe benefits are fair and in accordance with legal requirements and industry standards, including those relating to minimum wages, overtime, other compensatory payments and legally mandated fringe benefits. We expect our suppliers to respect the rights to personal freedom of expression and association, including the right to collective bargaining.
4. No harassment or discrimination
   Our suppliers do not practice or tolerate any form of harassment, including on the basis of race, colour, religion, gender, sexual orientation, national origin, age, disability, or other conduct that is hostile, disrespectful, offensive and/or humiliating.
5. Equal opportunities
   We expect our suppliers to endeavour to provide equal opportunities for their employees.

Our suppliers fulfil the relevant environmental protection legislation and ensure that the necessary permits have been obtained. Our suppliers are committed to the efficient use of raw materials, energy and other natural resources while minimising waste, emissions and noise.

We expect our suppliers to respect intellectual property rights, including the rights of Aalberts. Appropriate measures must be in place to prevent the disclosure or unauthorised use of confidential information relating to Aalberts that is available to them. Our suppliers shall not publish any external communication about their business relationship with Aalberts, including but not limited to press releases about Aalberts, without our prior written consent.

Our suppliers shall protect the personal data of Aalberts employees and customers and use such data only for lawful and authorised business purposes. Our suppliers must be clear about when and how they collect, use or share personal data. All personal data will only be processed in accordance with applicable privacy laws and regulations. In the event of a breach of security, our
suppliers must immediately notify Aalberts in accordance with applicable laws and regulations.

At Aalberts, we expect our suppliers to communicate these business standards to their subcontractors and suppliers and to take them into account when selecting their subcontractors and suppliers. Our suppliers are expected to encourage their subcontractors and suppliers to comply with the minimum standards of the Supplier Code in relation to the protection of human rights, labour conditions, anti-bribery and corruption, export controls and sanctions in the performance of their contractual obligations.

Our suppliers adhere to the principles described in the Supplier Code of Conduct or comparable principles and monitor their compliance. Upon prior notice, Aalberts may conduct reasonable audits to verify our suppliers' compliance with the Supplier Code. Non-compliance with the Supplier Code may have consequences, including termination of the business relationship with the supplier.