General Terms and Conditions (GTC) WIGGENtech GmbH, Lippstadt

1. scope

1.1 All deliveries, services and offers of the Supplier shall be based on these General Terms and Conditions of Sale and Delivery. These are an integral part of all contracts concluded by the Supplier with its contractual partners (hereinafter referred to as “Customers”) for the deliveries and services offered by it. They shall also apply to all future deliveries, services and offers to the customer, even if they are not separately agreed again. The customer’s general terms and conditions shall not apply even if we do not expressly object to them again.

1.2 The General Terms and Conditions of Sale and Delivery shall apply exclusively. Deviating or conflicting terms and conditions of the customer shall only become part of the contract if and to the extent that the supplier has expressly agreed to their validity in writing. The General Terms and Conditions of Sale and Delivery shall also apply if the Supplier carries out the delivery to the Customer without reservation in the knowledge that the Customer’s terms and conditions conflict with or deviate from its General Terms and Conditions of Sale and Delivery.

1.3 The legal relationship between the Supplier and the Customer shall be governed solely by the written purchase contract including these General Terms and Conditions of Sale and Delivery. Oral promises made by the supplier prior to the conclusion of the purchase contract as well as subsequent supplements, amendments and collateral agreements shall only become binding upon written confirmation by the supplier.

2. offer and scope of delivery

2.1 Our offers are subject to change.

2.2 Orders shall only be deemed accepted if they are confirmed by us in writing.

2.3 Our written order confirmation shall be decisive for the scope of delivery. Subsidiary agreements and amendments require our written confirmation.

2.4 We reserve unrestricted property rights and copyrights to cost estimates, drawings and other documents; they may not be made accessible to third parties. Drawings and other documents belonging to offers shall be returned to us immediately upon request if the order is not placed with us.

3. price and payment

3.1 The prices stated in the Supplier’s offer or order confirmation shall apply to all supply contracts. All prices are quoted in EURO “EXW” (Incoterms ® current version) plus statutory value added tax. In the case of VAT-exempt deliveries in foreign business, the customer is obliged to certify to the supplier the receipt of the goods at the agreed place of delivery.

In the absence of a special agreement, the prices shall apply ex works excluding packaging. Packaging will be charged to the customer at cost. Packaging goods cannot be taken back.

3.2 In the event of unforeseen changes in wages, material prices and exchange rates, the supplier reserves the right to change its prices appropriately if there are more than 4 months between the conclusion of the contract and the agreed delivery date.

3.3 Unless otherwise agreed in writing, all invoices shall be payable net within 14 days from the invoice date. In the event of default in payment, the statutory provisions shall apply.

3.4 If an invoice amount due is not paid despite two reminders, all invoice amounts still outstanding shall become due immediately.

3.5 Bills of exchange shall only be accepted by agreement and in this case only on account of performance and subject to their discountability. Discount charges will be charged to the customer from the day the invoice amount is due.

3.6 The Customer shall only be entitled to set-off rights if its counterclaims have been legally established, are undisputed or have been acknowledged by the Supplier.

3.7 The Customer shall be entitled to exercise a right of retention insofar as its counterclaim is based on the same contractual relationship and, in addition, has been legally established, is undisputed or has been acknowledged by the Supplier.

3.8 If, after the conclusion of the contract, it becomes apparent that the Supplier’s claim to payment of the purchase price is jeopardized by the Customer’s inability to perform, the Supplier shall be entitled to refuse performance in accordance with the statutory provisions and – if necessary after setting a deadline – to withdraw from the contract (Section 321 of the German Civil Code). In the case of contracts for the delivery of goods which the Supplier manufactures according to special specifications of the Customer (custom-made products), the Supplier may declare rescission immediately; the statutory provisions on the dispensability of setting a time limit shall remain unaffected.

4 Delivery, delivery time, delay in delivery

4.1 Deliveries shall be made “EXW” (Incoterms ® current version).

4.2 Dates for deliveries and services shall only be binding if they have been expressly confirmed by us in writing. The delivery period begins with the dispatch of the order confirmation, but not before the provision of the documents to be procured by the customer. 4.2 The delivery deadline shall be deemed to have been met if the delivery item has left the factory or notification of readiness for dispatch has been given by the time the delivery deadline expires.

4.3 If the Supplier is in default with a delivery or service and if the Customer suffers damage as a result of the delay, the Customer shall be entitled to demand compensation, which shall be limited to a maximum of € 1.00 for each full calendar week of the delay. 0.5%, in total, however, limited to a maximum of 5% of the delivery value of the delivery or service in default. Any other legal remedies available under the statutory provisions (rescission, damages in lieu of the
performance) shall remain reserved to the customer, unless otherwise provided for in § 9.

4.4. The supplier shall not be liable for delays in delivery if these are caused by force majeure or other events unforeseeable at the time of the conclusion of the contract (e.g. difficulties in the procurement of materials and energy, strikes, lawful lockouts, difficulties in obtaining necessary official permits, official measures or the failure to deliver, incorrect delivery or late delivery by upstream suppliers) for which the supplier is not responsible. In the event of hindrances of temporary duration, the delivery and performance deadlines shall be extended or postponed by the period of the hindrance plus a reasonable start-up period.
We will inform the customer of the beginning and end of such obstacles as soon as possible.

4.5 If we are in default with our deliveries or services and the customer grants us a reasonable grace period with the express declaration that he will refuse acceptance of the service after the expiry of this period and WT does not comply with the grace period, the customer shall be entitled to withdraw from the contract.

5. orders on call

5.1 Unless otherwise agreed, all orders on call shall be accepted at the latest within 3 months after expiry of the contractual period without the need for a request for acceptance; if this period has expired, we shall be entitled at any time to invoice the goods in case of simultaneous shipment or to withdraw from the contract immediately. If a contractual period has not been agreed, we shall be entitled to the aforementioned rights after the expiry of one year from the conclusion of the contract.

5.2 The call-offs of the individual partial services shall be issued in periods and quantities that are as uniform as possible and in such a timely manner that proper manufacture and delivery is possible within the contract period. If a time limit for the division is not specified, a period of 3 months shall be deemed to be agreed.

6 Transfer of risk and shipment

6.1 The risk shall pass to the customer at the latest upon dispatch of the delivery parts, even if partial deliveries are made or we have assumed other services, e.g. the shipping costs or delivery.

6.2 If the shipment is delayed due to circumstances for which the customer is responsible, the risk shall pass to the customer from the day of readiness for shipment.

6.3 At the customer’s request, we will insure the shipment at the customer’s expense according to the customer’s specifications.

6.4 Partial deliveries as well as deviations from the order quantities of up to ±10 % are permissible.

7. warranty

7.1 The customer shall inspect our deliveries and services for defects immediately upon receipt. If defects are found, they must be claimed in writing immediately, at the latest 5 days after receipt.

7.2 If there is a defect which is not recognizable upon immediate inspection, the notice of defect must be given immediately upon discovery within the statutory six-month warranty period.

7.3 For defects in deliveries and services, which also include the absence of warranted characteristics, we shall provide a warranty in such a way that we shall, at our discretion, remedy defects by rectification or redeliver the delivery item or parts thereof.

7.4 Replaced parts shall become our property and shall be returned to us free of charge upon request.

7.5 The customer shall give us reasonable time and opportunity to carry out all repairs and replacement deliveries that appear necessary. If he refuses to do so, we shall be released from liability for defects.

7.6 Only in urgent cases of danger to operational safety and to prevent disproportionately great damage, in which case we must be notified immediately, or if we are in default with the rectification of the defect, shall the customer have the right to rectify the defect itself or have it rectified by third parties and to demand compensation from us for the necessary costs.

7.7 The liability for defects shall not apply to natural wear and tear, nor to damage occurring after the transfer of risk as a result of incorrect or negligent handling, excessive stress or faulty assembly.

7.8 Any modifications or repair work improperly carried out by the customer or third parties without prior approval shall void the liability for the resulting consequences.

7.9 If it is not possible to remedy the defect despite several attempts to remedy the defect or due to failure of the replacement delivery, the customer shall have the right to demand, at its option, a reduction of the remuneration or rescission of the contract.

7.10 Further claims of the customer against us and our vicarious agents shall be excluded, in particular a claim for compensation for damages that have not occurred to the delivery item itself. This shall not apply in cases of mandatory liability due to intent, gross negligence or the absence of warranted characteristics.

8. retention of title

8.1 We reserve title to the delivery item until all claims of us against the customer arising from the business relationship, including claims arising in the future, also from contracts concluded at the same time or later, have been settled. This shall also apply if individual or all claims have been included by us in a current invoice and the balance has been struck and acknowledged. If the customer acts in breach of contract, in particular in the event of default in payment, we shall be entitled to take back the delivery item after issuing a reminder and the customer shall be obliged to surrender it. The taking back as well as the seizure of the object by us shall only constitute a withdrawal from the contract if we expressly declare this in writing, unless the German Installment Purchase Act (Abzahlungsgesetz) applies. In the event of seizure or other interventions by third parties, the customer must notify us immediately in writing.

8.2 The customer shall be entitled to resell the delivery item in the ordinary course of business. However, he hereby assigns to us all claims accruing to him from the resale against the purchaser or against third parties, irrespective of whether the reserved goods are resold without or after processing. The customer is authorized to collect these claims even after the assignment. Our authority to collect the claims ourselves shall remain unaffected; however, we undertake not to collect the claims as long as the customer duly meets its payment obligations. We may demand that the customer inform us of the assigned claims and their debtors, provide all information required for collection, hand over the relevant documents and inform the debtors of the assignment. If the delivery item is resold together with other goods that do not belong to us, the customer’s claim against the purchaser shall be deemed assigned in the amount of the delivery price agreed between us and the customer.

8.3 The processing or transformation of objects subject to retention of title shall always be carried out by the customer on our behalf. If the reserved goods are processed with other objects not belonging to us, we shall acquire co-ownership of the new object in the ratio of the value of the reserved goods to the other processed objects at the time of processing. In all other respects, the same shall apply to the item created by processing as to the goods subject to retention of title.

8.4 The customer is obliged to insure the delivery item against theft, breakage, fire, water and other damage during the existence of the reservation of title and to notify us thereof. If this is not done, we are entitled to take out the insurance at the customer’s expense.

8.5 The retention of title and the securities to which we are entitled shall apply until full release from contingent liabilities (e.g. in the case of payment by so-called check/bill of exchange procedure) which we have entered into in the interest of the customer.

8.6 We undertake to release the securities to which we are entitled insofar as their value exceeds the claims to be secured by more than 30%, insofar as these have not yet been settled.

9. provision of materials

9.1 If materials are delivered by the customer, they shall be delivered on time and in perfect condition at the customer’s expense and risk with an appropriate quantity surcharge of at least 7.5%.

9.2 In the event of non-fulfillment of these prerequisites, the delivery time shall be extended accordingly. Except in cases of force majeure, the customer shall also bear the additional costs incurred for interruptions in production.

9.3 Our liability with regard to the storage and care of the materials provided shall be limited to the same care as in our own affairs. Costs for insurance shall be borne by the customer.

10. subcontracting

In the case of contract work, the following provisions shall apply in addition:

10.1 Parts submitted must be made of a material of normal quality that can be easily machined and must be dimensionally accurate, insofar as they have already been machined.

10.2 If these requirements are not met, we shall inform the customer of the additional expenditure that will become necessary and of the resulting price increase. If the customer does not agree with the price change, he has the right to withdraw from the contract. The withdrawal must be made immediately after our notification of the changed conditions. If the customer declares the withdrawal, he has to pay for the work already done.

10.3 If parts sent in prove to be unusable as a result of material defects, we shall be reimbursed for the processing costs incurred.

10.4 Any faulty work caused by us during subcontracting shall not be charged. No risk of rejects is included in our prices. If, for any reason, we should not succeed in all parts of the work assigned, we shall not be held liable for the costs of the workpieces that should have become rejects, unless we can be shown to have acted with intent or gross negligence.

10.5 For the performance of contract work, we can only assume the risk of the work to be performed. The customer shall bear the risk of loss of and damage to the items handed over to us for processing, unless this has been caused by us intentionally or through gross negligence. In this case, the customer is entitled to free replacement or repair of the damaged items by us or replacement in money at our discretion.

10.6 The assertion of all further claims for damages, for whatever legal reason they may have arisen, in particular for compensation for indirect damage, is excluded.

11. tools

11.1 If special tools are required for the execution of the order, we shall be and remain the owner of the tools manufactured by us or by a third party commissioned by us; this shall also apply if the customer pays tool costs in whole or in part.

11.2 The pro rata tool costs shall be listed separately in the offer and in the order confirmation. They are due without deduction upon conclusion of the contract.

12. infringement of third-party property rights

12.1 If we have to deliver according to drawings, models or samples of the customer, the customer shall warrant to us that the items manufactured according to his samples do not infringe any industrial property rights of third parties. If a third party prohibits us from manufacturing or delivering the items by invoking an industrial property right belonging to it, we shall be entitled, without being obliged to examine the legal situation, to discontinue the manufacture or delivery and to demand reimbursement of the costs incurred. If, in such a case, we incur damages at all from the infringement of an industrial property right or from the assertion of an industrial property right, the customer shall compensate us for such damages.

13. further rights of withdrawal of the customer

13.1 The customer may withdraw from the contract if the entire performance becomes finally impossible for us before the transfer of risk. The same is true with our inability. The customer may also withdraw from the contract if, in the case of an order for similar items, it becomes impossible to execute part of the delivery in terms of quantity and the customer has a justified interest in refusing a partial delivery; if this is not the case, the customer may reduce the consideration accordingly.

13.2 If the impossibility occurs during the delay in acceptance or through the fault of the customer, the customer shall remain obligated to counter-performance.

13.3 Excluded are – as far as legally permissible – all other further claims of the customer, in particular for rescission, termination or reduction as well as for compensation of damages of any kind, including such damages which have not occurred to the delivery item itself.

14. liability

14.1 Our liability shall be governed exclusively by the agreements made in these terms and conditions. Claims for damages by the customer against us and our vicarious agents and persons employed by us in the performance of our obligations, irrespective of the legal grounds, arising from culpa in contrahendo, breach of ancillary contractual obligations and tort are excluded, unless they are based on intent or gross negligence.

15. place of jurisdiction

15.1 The place of jurisdiction shall be the Supplier’s place of business. However, the Supplier shall also be entitled to sue the Customer at the court having jurisdiction for the Customer’s registered office.

15.2 The law of the Federal Republic of Germany shall apply; the UN Convention on Contracts for the International Sale of Goods shall not apply.

Lippstadt, May 2022