§ 1 General Provisions – Scope of Application

These terms and conditions of sale apply exclusively to businesses, legal entities under public law or special funds under public law within the meaning of Section 310(1) of the German Civil Code (BGB). We shall only recognise any terms and conditions of the purchaser that conflict with or deviate from our terms and conditions of sale if we expressly agree to their validity in writing.

1. These Terms and Conditions of Sale shall also apply to all future transactions with the buyer, provided that such transactions are of a similar nature.

2. Individual agreements made with the buyer on a case-by-case basis (including ancillary agreements, additions and amendments) shall in all cases take precedence over these Terms and Conditions of Sale. Subject to proof to the contrary, a written contract or our written confirmation shall be decisive as to the content of such agreements.

§ 2 Offer and Conclusion of Contract, Collateral Agreements

1. Our offers are subject to change and non-binding, unless otherwise stated in the order confirmation.

2. An order shall be deemed an offer in accordance with § 145 of the German Civil Code (BGB); we may accept this within two weeks. Orders are only binding on us insofar as we confirm them or fulfil them by dispatching the goods.

3. Collateral agreements relating to the order or additions to these terms and conditions must be in writing to be valid.

§ 3 Documents Provided

We reserve all rights of ownership and copyright in all documents provided to the purchaser in connection with the placing of the order – including those in electronic form – such as cost estimates, drawings, etc. These documents must not be made available to third parties unless we give the purchaser our express written consent to do so. Should we not accept the Buyer’s offer, these documents must be returned to us without delay.

§ 4 Rights to the Buyer’s Items

The Buyer declares that it holds all necessary rights (in particular, rights of ownership, copyright, etc.) to the equipment, parts, drawings, plans or layouts (‘Items’) to be processed on its behalf and therefore bears sole responsibility for any infringements of third-party rights. The buyer shall indemnify us against all claims by third parties arising from infringements of rights in connection with items supplied by the buyer.

§ 5 Prices and Payment

1. Unless otherwise agreed in writing, our prices are quoted on a CPT basis (Carriage Paid To a named destination, Incoterms 2010), plus postage and VAT

at the statutory rate applicable at the time. Packaging costs will be invoiced separately.

2. Payment of the purchase price must be made exclusively into our business account. A cash discount may only be deducted if specifically agreed in writing.

3. Unless otherwise agreed, the purchase price is payable within 30 days of delivery. Interest on late payment shall be charged at a rate of 8 per cent above the relevant base rate per annum. We reserve the right to claim higher damages for late payment.

4. Unless a fixed-price agreement has been concluded, we reserve the right to make reasonable price adjustments due to changes in labour, material and distribution costs for deliveries taking place 3 months or more after the conclusion of the contract.

§ 6 The Buyer’s Right of Retention

The Buyer is only authorised to exercise a right of retention in so far as their counter-claim arises from the same contractual relationship.

§ 7 Delivery time, partial delivery and default of acceptance

1. The start date of the delivery period specified by us is non-binding and is subject to the buyer’s timely and proper fulfilment of their obligations. We reserve the right to raise the defence of non-performance of the contract.

2. In the absence of any specific agreements, we may make partial deliveries.

3. If the buyer is in default of acceptance or culpably breaches other obligations to cooperate, we shall be entitled to claim compensation for the loss incurred by us in this respect, including any additional expenses. We reserve the right to make further claims. Provided the above conditions are met, the risk of accidental loss or accidental deterioration of the goods shall pass to the buyer at the point in time at which the buyer is in default of acceptance or in default of payment.

§ 8 Intended Use of the Goods – Obligations of the Buyer – Liability

Where, for certain products, we are required to make a delivery commitment contingent upon the intended use, the buyer shall be liable for any disadvantages arising for us as a result of inaccurate information. The buyer is furthermore obliged to install the necessary protective circuits when using our products.

§ 9 Return of Goods

The return of goods requires our express prior consent and may only take place accompanied by a statement from the buyer specifying the substances with which the returned goods have come into contact (contamination declaration).

§ 10 Framework Agreements, Call-off Orders

Call-off orders oblige the purchaser to take delivery of the total quantity specified in the call-off order. If, in the case of framework agreements or call-off orders, the purchaser calls off quantities in excess of the agreed amount, we are entitled either to supply only the quantity ordered or to charge for the excess quantity at the standard price currently in force. In the case of call-off orders, we are entitled to procure the materials for the entire order and to manufacture the entire order quantity immediately.

Where no specific call-off dates are specified in a call-off order, the entire quantity must be called off within 12 months of the conclusion of the contract. If the buyer fails to meet call-off dates, we are entitled, four weeks after giving written notice setting out the consequences of the failure to call off the goods, to deliver the entire quantity in full and to invoice for it.

Should a call-off order be delivered later than the agreed timeframe due to a special arrangement, we reserve the right to adjust the price.

Call-off orders may not be reduced or cancelled without our express written consent.

§ 11 Transfer of risk upon dispatch

Where the goods are dispatched to the buyer, the risk of accidental loss or accidental deterioration of the goods shall pass to the buyer upon dispatch to the buyer, or at the latest when the goods leave the factory/warehouse. This applies irrespective of whether the goods are dispatched from the place of performance or who bears the freight costs.

§ 12 Retention of Title

1. We retain title to the goods delivered until full payment of all claims arising from the supply contract. This also applies to all future deliveries, even if we do not always expressly invoke this right. We are entitled to take back the goods if the buyer acts in breach of contract.

2. The buyer is obliged to treat the goods with due care until ownership has been transferred to them. In particular, they are obliged to insure the goods adequately at their own expense against theft, fire and water damage, at replacement value. Should maintenance and inspection work be required, the buyer must carry this out in good time at their own expense. Until title has passed to the buyer, the buyer must notify us immediately in writing if the delivered item is seized or subject to any other interference by third parties. Insofar as the third party is unable to reimburse us for the judicial and extrajudicial costs of legal proceedings in accordance with Section 771 of the German Code of Civil Procedure (ZPO), the buyer shall be liable for any loss incurred by us.

3. The buyer is entitled to resell the goods subject to retention of title in the ordinary course of business. The buyer hereby assigns to us, with immediate effect, any claims against the purchaser arising from the resale of the goods subject to retention of title, in the amount of the final invoice amount agreed with us (including VAT). This assignment applies irrespective of whether the goods have been resold in their unaltered state or after processing. The buyer remains authorised to collect the claim even after the assignment. Our authority to collect the claim ourselves remains unaffected. However, we shall not collect the claim as long as the buyer meets their payment obligations arising from the proceeds received

proceeds, is not in default of payment and, in particular, no application has been made for the opening of insolvency proceedings or a suspension of payments has occurred.

4. Any processing, treatment or transformation of the goods by the buyer shall always be carried out in our name and on our behalf. In such cases, the buyer’s right of title to the goods shall continue to apply to the transformed item. Where the goods are processed together with other items not belonging to us, we shall acquire co-ownership of the new item in the proportion of the objective value of our goods to that of the other processed items at the time of processing. The same shall apply in the event of mixing. Where the mixing takes place in such a way that the buyer’s item is to be regarded as the principal item, it shall be deemed agreed that the buyer transfers proportionate co-ownership to us and holds the resulting sole ownership or co-ownership in safekeeping on our behalf. To secure our claims against the buyer, the buyer hereby assigns to us any claims arising against a third party as a result of the combination of the goods subject to retention of title with immovable property; we hereby accept this assignment.

5. We undertake to release the security to which we are entitled at the purchaser’s request, insofar as its value exceeds the claims to be secured by more than 20 per cent.

§ 13 Warranty and Notice of Defects, as well as Recourse/Recourse against the Manufacturer

1. The buyer’s warranty rights are subject to the buyer having duly fulfilled its obligations to inspect the goods and give notice of defects in accordance with § 377 of the German Commercial Code (HGB). 2. Claims for material defects shall become time-barred one year after delivery of the goods supplied by us to our buyer. The statutory limitation period applies to claims for damages arising from wilful misconduct or gross negligence, as well as in cases of injury to life, limb or health resulting from an intentional or negligent breach of duty by the user.

3. Should the goods supplied, despite all due care taken, prove to have a defect that already existed at the time of the passing of risk, we shall, subject to a timely notice of defects, at our discretion either rectify the defect or supply replacement goods. We must always be given the opportunity to remedy the defect within a reasonable period. Claims for recourse remain unaffected by the above provision without restriction.

4. If the subsequent performance fails, the buyer may – without prejudice to any claims for damages – withdraw from the contract or reduce the payment.

5. Claims for defects shall not arise in the event of only an insignificant deviation from the agreed quality, only an insignificant impairment of usability, natural wear and tear, or damage occurring after the transfer of risk as a result of faulty or negligent handling, excessive strain, unsuitable operating materials, defective construction work, unsuitable building ground or due to particular external influences not provided for in the contract. Should the buyer or third parties carry out improper repair work or modifications, no claims for defects shall arise in respect of such work or the resulting consequences either.

6. Claims by the buyer for expenses incurred for the purpose of subsequent performance, in particular transport, travel, labour and material costs, are excluded to the extent that such expenses are increased because the goods delivered by us have subsequently been moved to a location other than the buyer’s premises, unless such movement is in accordance with their intended use.

7. The Buyer shall only have claims for recourse against us to the extent that the Buyer has not entered into any agreements with its customer that go beyond the mandatory statutory claims for defects. Furthermore, Clause 6 shall apply mutatis mutandis to the scope of the Buyer’s claim for recourse against the supplier.

§ 14 Miscellaneous

1. This contract and all legal relationships between the parties shall be governed by the law of the Federal Republic of Germany, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

2. The place of performance and the exclusive place of jurisdiction for all disputes arising from this contract shall be our registered office, unless otherwise specified in the order confirmation.

§ 15 Severability clause

Should any provision of these General Terms and Conditions be invalid, this shall not affect the validity of the remaining provisions. In such a case, all parties undertake to replace the invalid provision with a valid provision that comes as close as possible to the original.