General Terms and Conditions

Terms and conditions of purchase

1 General

These terms and conditions of purchase apply to all orders - including future orders - placed with the Production division of our company (hereinafter referred to as: BB BERGA), unless different conditions are used or agreed in individual cases. However, the supplier's general terms and conditions of business shall only apply to the extent that BB BERGA has expressly agreed to them in writing. These terms and conditions of purchase shall also apply if BB BERGA accepts the delivery without reservation knowing the supplier has conflicting or differing terms and conditions.

2 Orders

Deliveries for which no written orders have been received will not be accepted. Our orders are only binding for us if they have been placed by us stating the order number.

3 Obligation to provide information

The supplier is obliged to inform BB BERGA in good time prior to any changes to manufacturing processes, materials or parts supplied for products or to services, relocation of production sites, changes to procedures or equipment for parts inspection, or any other quality assurance measures so that BB BERGA can check whether the changes may adversely affect the product.

4 Confidentiality

All documents provided by BB BERGA, including drawings, sketches and samples, are the exclusive property of BB BERGA. The supplier undertakes not to make these accessible to third parties, to use the documents and samples exclusively for the purpose of fulfilling this order, not to duplicate the documents, to treat the documents and samples with care, to store them and to return them to BB BERGA in full immediately after completion. In particular, even after this order has been processed, the supplier shall keep the manufacturing processes obtained from BB BERGA in this context confidential and shall not use them for its own production or for deliveries to competitors of BB BERGA. BB BERGA reserves all rights to new features that originate from BB BERGA, especially in the event of a patent being granted or a utility model being registered. Products manufactured according to documents designed by BB BERGA, such as drawings, models and the like, or according to confidential information from BB BERGA, may not be used by the supplier itself or offered or delivered by third parties.

5 Transfer of risk, place of performance:

The supplier shall bear the risk until the goods arrive at the point of receipt designated by BB BERGA in all cases. The transfer of risk to BB BERGA shall in principle take place by handing over the goods at the point of receipt designated by BB BERGA.

The delivery is made within Germany to the place indicated in the order. The respective destination is also the place of performance. If no place of performance has been expressly agreed, Berga shall be deemed to be the place of performance.

6 Transfer of ownership:

As soon as payment for the goods has been made, the property of the goods passes directly to BB BERGA.

7 Prices, payments:

The prices agreed at the time of the order for the delivery date are binding. Unless expressly agreed otherwise in writing, this price includes delivery "free of charge" including packaging and goods carrier. Price increases must be notified by the supplier in writing at least three months before the start of a new quarter. This notification does not automatically constitute acceptance of the stipulation. The terms of payment printed on the order shall apply in each case. If certificates for material testing have been agreed, these must be sent to the customer together with the delivery. The payment period does not begin before receipt of the agreed certificate.

8 Delivery

8.1 Delivery date, compensation

The delivery time specified by BB BERGA in the order is binding. The supplier undertakes to comply with the agreed delivery date. As soon as the supplier becomes aware of any delays, it must inform BB BERGA of this, stating the reasons for the delay and the expected duration of the delay. If the agreed dates are not met by the supplier for whatever reason, BB BERGA shall be entitled, without prejudice to further legal claims, to withdraw from the contract at BB BERGA's discretion and to obtain a replacement from a third party and/or to claim compensation for non-performance. It is not necessary to set a grace period under threat of refusal. All additional costs arising from delayed deliveries and services shall be reimbursed by the supplier. Acceptance of the delayed delivery or service shall not constitute a waiver of any claims for compensation. Deliveries before the agreed date are only permitted with the consent of BB Berga. BB Berga reserves the right to return goods delivered early or to set a payment date for the respective invoice.

8.2. Delivery quantity

Partial deliveries are permitted only if we expressly agree to them in writing. Overdeliveries are allowed up to 10 %.

9 Delivery documents/invoices:

All shipments must be accompanied by a delivery note. All shipping documents as well as all documents related to the supply contract must include the article description, material number, order number, item number of the order, order date, quantities and the type of packaging. The actual quantities, weights or other units on which the delivery is based as well as the agreed prices shall be authoritative for payment.

10 Origin of goods, preferences, regulations in international goods traffic:

The supplier is obliged to submit a long-term supplier declaration for all articles supplied by it to BB BERGA, in which it confirms the preferential status of the goods ("goods with EU preferential origin status" or "goods without EU preferential origin status"). In the event of non-compliance with this obligation or in the event of incorrectly issued declarations, the supplier shall be liable to BB BERGA for all damage as a result. The supplier undertakes to check whether its products are subject to bans, restrictions and/or licensing obligations in international goods traffic (e.g. with regard to the export list, dual-use regulation, US re-export regulations etc.) and, if applicable, to mark them accordingly and unequivocally with comprehensible information in its quotations, order confirmations and all accompanying documents. In the event of non-compliance with this obligation, the supplier shall be liable for any damage incurred by BB BERGA as a result, including claims for foreign import duties, fines and the like. Decryption of origin marks: D = Third country/E = EU/F = EFTA

11 Warranty, safety requirements, quality assurance:

In the event of defects in quality or title of the goods (including incorrect and under-deliveries as well as improper assembly, faulty assembly instructions, user instructions or operating instructions) and other breaches of duty by the supplier, the statutory provisions shall apply, unless otherwise specified below. In accordance with the statutory provisions, the supplier is liable in particular for the goods having the agreed quality when the risk passes to BB BERGA. In any case, those product descriptions which - in particular by being designated or referenced in the order - are the subject of the respective contract or which were included the contract in the same way as these GTC shall be deemed to be an agreement on the quality. It makes no difference whether the product description comes from BB BERGA or from the supplier. Contrary to Section 442 Para. 1 Sentence 2 BGB (German Civil Code), BB BERGA is also entitled to unrestricted claims for defects if BB BERGA was not aware of the defect at the time the contract was concluded due to gross negligence. The statutory provisions (Sections 377, 381 HGB (German Commercial Code)) apply to the commercial duty to examine and requirement to give notice of defects, subject to the following conditions: The duty of inspection of BB BERGA shall be limited to defects that are clearly discernible during incoming goods inspection under external assessment, including delivery documents, as well as in our quality control procedures involving spot-checking (e.g. damage during transport, incorrect and under-deliveries). If acceptance has been agreed, there is no obligation to inspect the goods. In addition, it is important to determine the extent to which an inspection is feasible in accordance with the proper course of business, taking into account the circumstances of the individual case. The obligation to give notice of defects discovered later remains unaffected. If the supplier fails to comply with its obligation to remedy the defect - at the option of BB BERGA either by eliminating the defect (rectification) or by delivering a defect-free item (replacement delivery) - within a reasonable period of time set by BB BERGA, BB BERGA can eliminate the defect itself and demand compensation from the supplier for the expenses required for this or an appropriate advance payment. If the subsequent performance by the supplier has failed or is unacceptable to BB BERGA (e.g. due to particular urgency, danger to operational safety or imminent occurrence of disproportionate damage), no time limit needs to be set; the supplier must be informed immediately, if possible in advance.

In the event of a defect in material or title, BB BERGA shall be entitled to reduce the purchase price or withdraw from the contract in accordance with the statutory provisions. In addition, BB BERGA is entitled to compensation for damages and expenses in accordance with the statutory provisions. The supplier takes into account the recognised rules of technology and the applicable statutory and official regulations (in particular DIN, VDE, VDI, DVGW). On the day of delivery, the goods must comply with all applicable statutory and official regulations, including those of the German Equipment Safety Act and environmental protection and must comply with accident prevention regulations. If hazardous substances within the meaning of the German Ordinance on Hazardous Substances or products whose usage does not exclude the release of such substances are delivered, the supplier must provide BB BERGA or the service provider of BB BERGA with the data required for the preparation of the EC safety data sheet (Section 14 GefStoffV (German Ordinance on Hazardous Substances)) without being requested to do so. The supplier shall carry out quality assurance that is suitable in terms of type and scope and corresponds to the latest state of the art, and shall provide the customer with proof of this upon request.

12 Intellectual property rights

In the event of a culpable infringement of industrial property rights, the supplier shall indemnify BB BERGA and its customers against claims by third parties resulting from infringements of copyrights, trademark rights and patents, unless the draft of a delivery item originates from BB BERGA.

13 Product liability

The supplier shall indemnify BB BERGA from all product liability claims that can be traced back to a defect in a product it has delivered. In addition, the supplier shall be liable for damages caused to BB BERGA by taking appropriate precautionary measures against non-contractual liability claims that can be attributed to the supplier (e.g. public advertising measures). The supplier must take out adequate insurance for claims that arise in the event of a product liability claim and shall maintain this insurance for the duration of the cooperation with BB BERGA; on request, proof of the corresponding insurance must be provided by presenting an insurance policy.

14 Force majeure:

Strike, lockouts, operational disruptions, official orders and other cases for which BB BERGA is not responsible and which result in a reduction in consumption, shall be considered force majeure and shall entitle BB BERGA to withdraw from the contract.

15 Prohibition of child labour:

The supplier undertakes not to employ children. The supplier shall ensure that its own suppliers also do not employ children. Children are all persons under the age of 15. As an exception, children may be employed from the age of 14 if the country of production permits work from the age of 14 by law.

16 Environmental protection:

The supplier assures that the products supplied by it do not contain any substances from the so-called candidate list according to Article 59 (1, 10) of Regulation (EC) 1907/2006 ("REACH"). The supplier undertakes to inform BB BERGA immediately in writing if, for whatever reason, products supplied by it contain substances from the candidate list; this applies in particular in the case of extensions/additions to the candidate list. The supplier shall state the individual substances by name and communicate the percentage by mass as accurately as possible. BB BERGA is not obliged to accept products containing substances from the candidate list.

17 Severability clause:

Should any of the above agreed clauses be completely or partially ineffective, the validity of the remaining General Conditions of Purchase shall not be affected. The parties agree that an ineffective clause of this nature will be replaced by an effective one which comes as close as possible to the meaning of the ineffective clause.

18 Place of jurisdiction:

The place of jurisdiction for all legal disputes arising from orders and deliveries is Stendal, provided that the supplier is a registered trader or a legal entity under public law. We reserve the right to file a suit against the supplier at another place of jurisdiction. The law of the Federal Republic of Germany shall apply to the exclusion of the UN sales law and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

General terms of sale, delivery and payment

1 General provisions/scope

1.1 The scope of the deliveries or services to be provided by BB BERGA shall be determined by the mutual written declarations as well as the following terms and conditions.

1.2 BB BERGA shall not accept any terms and conditions of the contractual partner which contradict or deviate from the BB BERGA terms and conditions of sale, unless BB BERGA has expressly agreed to their validity in writing. BB BERGA's terms and conditions of sale shall also apply if BB BERGA carries out the delivery without reservation in the knowledge of the contractual partner's terms and conditions which contradict or deviate from BB BERGA's terms and conditions of sale.

1.3 The general terms and conditions of sale shall also apply to all future contracts with the contractual partner.

2 Quotation

2.1 Quotations from BB BERGA are subject to change and are non-binding. Declarations of acceptance and orders require written confirmation by BB BERGA in order to be legally valid.

2.2 BB BERGA reserves the property rights and copyrights to illustrations, drawings, calculations and other documents. The contractual partner must obtain the express written consent of BB BERGA before passing them on to third parties.

3 Prices and terms of payment

3.1 Unless otherwise agreed, BB BERGA prices shall apply ex works, including packaging, duty unpaid, plus the applicable statutory value added tax. Loading equipment will be charged.

3.2 The date of delivery or storage for the contractual partner shall be decisive for invoicing. Unless otherwise agreed in the order confirmation, the invoice amount shall be due for payment without deduction within 30 days of the invoice date. The statutory rules regarding the consequences of default in payment apply.

3.3 The contractual partner can only offset claims that are undisputed or legally binding. The contractual partner is only authorised to exercise a right of retention insofar as its counterclaim is based on the same contractual relationship.

3.4 If the agreed delivery period is longer than one month after the conclusion of the contract, BB BERGA is entitled to charge the prices according to the price list valid on the day of delivery. If the price of the required raw materials has increased by 5 % or more since the order was placed, BB BERGA shall be entitled to pass on this price increase to the contractual partner.

4 Period of manufacture and delivery time

4.1 The dates and periods specified by BB BERGA are non-binding unless otherwise expressly agreed in writing. The start of the delivery periods specified by BB BERGA also presupposes that all technical questions have been clarified and that the contractual partner's obligations have been duly and properly fulfilled.

4.2 If the contractual partner is in default of acceptance or culpably violates contractual obligations to cooperate, the risk of accidental loss or accidental deterioration of the purchased item passes to the contractual partner at the point in time at which it is in default of acceptance or debtor's default. In this case BB BERGA is entitled to claim compensation for the damage it incurs.

4.3 BB BERGA shall be entitled to make partial deliveries if they are reasonable for the contractual partner.

4.4 BB BERGA shall be entitled to deliver and invoice excess or reduced quantities up to +/10 %.

4.5 If BB BERGA is culpably in default of delivery, the contractual partner may - provided it can credibly show that it has suffered damage as a result - claim compensation for each completed week of delay of 1 %, but a maximum of 10 % of the price for the part of the delivery which, due to the delay, does not correspond to proper performance of the contract.

4.6 Claims for damages by the contractual partner due to delay in delivery as well as claims for damages in lieu of performance that exceed the claims in the aforementioned paragraph are excluded in all cases, even after a deadline for delivery set by BB BERGA has expired. This does not apply if liability is mandatory in cases of intent, gross negligence or injury to life, limb or health.

4.7 The contractual partner may only withdraw from the contract within the framework of the statutory provisions if BB BERGA is responsible for the delay in delivery. A change in the burden of proof to the disadvantage of the contractual partner is not associated with the above regulations.

4.8 The reliable dispatch of the ordered goods shall be ensured by the carrier commissioned by BB BERGA. The contractual partners agree that in the event of a dispute, it is the contractual partner's responsibility to prove that a delivery has not been received.

4.9 If delivery "ex works" has been agreed, the contractual partner must commission the carrier. BB BERGA will inform the contractual partner or carrier of the readiness for collection, depending on the agreement.

5 Transfer of risk

5.1 Shipment is always at the risk of the contractual partner, even if freight-free delivery has been agreed or the transport is provided by BB BERGA vehicles. The risk shall pass to the contractual partner as soon as the shipment has been handed over to the person/company carrying out the transport. This shall also apply if the transport is carried out by vicarious agents of BB BERGA.

6 Defects in quality

BB BERGA is liable for defects in quality as follows:

6.1 All services which show a defect in quality, the cause of which was already present at the time of the transfer of risk, can be repaired, re-delivered or re-provided free of charge at BB BERGA's discretion.

6.2 Claims for defects in quality shall become statute-barred after 12 months, calculated from the transfer of risk.

6.3 The statutory provisions concerning the suspension of expiry, suspension and restart of the time limits remain unaffected.

6.4 If the subsequent performance to be carried out by BB BERGA fails, the contractual partner may withdraw from the contract or reduce the remuneration.

6.5 The contracting party may not refuse to accept deliveries due to minor defects.

6.6 Warranty claims shall not exist in the event of only minor deviations from the agreed quality, only minor impairment of usability, natural wear and tear or damage that occurs after the transfer of risk as a result of incorrect or negligent handling, excessive stress or due to special external influences not specified in the contract.

6.7 Claims by the contractual partner for the expenses required for the purpose of subsequent performance, in particular transport, travel, labour and material costs, are excluded if the expenses increase because the delivery item was subsequently taken to a location other than the branch of the contractual partner.

6.8 Claims for recourse by the contractual partner against BB BERGA in accordance with Section 478 BGB (German Civil Code) shall only exist to the extent that the contractual partner has not made any agreements with its customer that go beyond the statutory claims for defects. The extent of the contractual partner's right of recourse against BB BERGA in accordance with Section 478 II BGB (German Civil Code) shall also be governed by the provisions stated in the aforementioned paragraph.

6.9 The following paragraph 7 shall apply to claims for damages in all other respects. Claims of the contractual partner against BB BERGA and its vicarious agents due to a material defect that go beyond or differ from those regulated there are excluded.

6.10 Liability for culpable injury to life, limb or health remains unaffected; this also applies to mandatory liability according to the German Product Liability Act.

6.11 Claims for defects on the part of the contractual partner presuppose that the contractual partner has duly fulfilled its obligations to examine and give notice of defects in accordance with Section 377 HGB (German Commercial Code).

6.12 If BB BERGA takes back goods without being legally or contractually obliged to do so, a 20 % share of the net value of the goods shall be charged as restocking/processing expenses.

7 Hydrogen embrittlement

7.1 The contractual partners are aware of the various causes and problems of hydrogen-induced brittle fracture, in particular in the case of galvanically coated, high-strength or case-hardened articles with a tensile strength of 1000 N/mm² and core or surface hardness of 320 HV or more, as described in DIN EN ISO 4042. Among other things, there is the possibility of hydrogen-induced brittle fracture with these articles, which cannot be excluded.

7.2 If a reduction in the risk of hydrogen embrittlement is observed in the area of application of the delivered product (e.g. due to the design or as a safety component), the customer undertakes to coordinate the process implementation and procurement of the raw material in detail with BB BERGA.

7.3 DIN EN ISO 4042 is part of the contract. If the procedure is followed, liability for the consequences of a defect caused by hydrogen embrittlement is excluded, unless BB BERGA has caused this defect intentionally or through gross negligence or the customer claims damage resulting from injury to life, limb or health. Liability in accordance with the German Product Liability Act remains unaffected.

8 Surface coating

Despite the optimum process settings for the coating, defective parts with material accumulations (droplet formation) and accumulation marks (bonding) cannot be excluded fully due to process and system conditions.

9 Total liability

9.1 Claims for damages and reimbursement of expenses by the contractual partner, in particular due to breach of obligations arising from the contractual relationship and tortious acts are excluded.

9.2 The above shall not apply, if liability is mandatory, in cases of intent, gross negligence or injury to life, limb or health or due to the violation of essential contractual obligations. However, the claim for damages for the violation of essential contractual obligations is limited to the foreseeable damage typical of the contract, unless there is intent or gross negligence or liability for injury to life, limb or health. A change in the burden of proof to the disadvantage of the contractual partner is not associated with the above regulation.

9.3 The limitation according to paragraph 1 shall also apply if the contractual partner requires compensation for useless expenses instead of a claim for compensation for damages instead of performance.

10 Impossibility

If unforeseeable events such as strikes, lockouts, disruptions to operations etc. significantly change the economic significance or the content of the contractual performance or significantly affect BB BERGA's operations, the contract will be adapted in good faith.

11 Retention of title

11.1 BB BERGA retains ownership of the purchased goods until all payments from the delivery contract have been received. In the event of the contractual partner acting in breach of the contract, in particular in the event of default in payment, BB BERGA is entitled to take back the purchased goods. The taking back of the purchased goods by BB BERGA constitutes a withdrawal from the contract. After taking back the purchased goods, BB BERGA is entitled to sell them; the proceeds from the sale are to be credited against the liabilities of the contractual partner - less reasonable costs of sale.

11.2 The contractual partner is obliged to treat the purchased goods with care. In particular it is obliged to adequately insure them at its own expense against fire, water and theft damage at replacement value. If maintenance and inspection work is required, the contractual partner shall carry out such work in good time at its own expense.

11.3 In the event of seizure or other interventions by third parties, the contractual partner shall immediately notify BB BERGA in writing so that BB BERGA can bring an action in accordance with Section 771 ZPO (German Code of Civil Procedure). Insofar as the third party is not able to reimburse BB BERGA for the court and out-of-court costs of an action in accordance with Section 771 ZPO (German Code of Civil Procedure), the contractual partner shall be liable for the loss incurred by BB BERGA.

12 Place of jurisdiction and applicable law

12.1 The sole place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be the District Court of Stendal if the contractual partner is a merchant. BB BERGA is also entitled to file a suit at the registered office of the contractual partner.

12.2 The law of the Federal Republic of Germany shall apply; the validity of the UN sales law and the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.

12.3 The place of performance is Berga.

13 Severability clause

This contract shall remain binding in its remaining parts even if individual provisions are legally ineffective. This does not apply if adherence to the contract would represent unreasonable hardship for one party.

Register court: Stendel HRB 207249

Registered office: 06536 Berga, Germany

Managing Directors: Günther Blesch, Michael Dartsch