hereinafter PRINZING –

1. Scope of Application
   (1) These terms of sale apply exclusively and only to entrepreneurs within the meaning of § 310 paragraph 1 BGB. PRINZING recognizes opposing or differing conditions from these terms of sale only if PRINZING has expressly agreed to their application in writing.
   (2) These terms of sale also apply to all future transactions with the purchaser, as long as they are related legal transactions.
2. Offer and Conclusion of Contract
   If an order is deemed an offer according to § 145 BGB, PRINZING can accept it within two weeks upon receipt.
3. Documents Provided
   PRINZING retains ownership and copyright of all documents provided to the purchaser in connection with order placement, such as calculations, drawings, etc. These documents must not be made accessible to third parties, unless PRINZING has expressly given written consent. If PRINZING does not accept the purchaser’s offer (see Section 2), these documents must be returned to PRINZING immediately.
4. Prices and Payment
   (1) Unless otherwise agreed in writing, PRINZING’s prices apply ex works, excluding packaging and plus VAT in the applicable amount. Packaging costs will be invoiced separately to the purchaser.
   (2) Discount deductions are only permissible with a separate written agreement.
   (3) Unless otherwise agreed, the purchase price is payable within 10 days after delivery. Default interest is computed at the statutory rate of 8% p.a. above the base interest rate. PRINZING reserves the right to claim higher damages caused by delay.
   (4) Reasonable price adjustments due to increased wages, material, and/or sales costs for deliveries taking place 3 months or later after contract conclusion remain reserved by PRINZING.
   (5) Payments by check and bill are only permissible with a special written agreement. Acceptance or customer bills will only be accepted for payment; any costs and charges incurred will be borne by the debtor. If payment conditions are not adhered to, or if a check or a bill is not honored, all outstanding claims become due. After the fruitless expiry of a grace period of 12 working days set by PRINZING, associated with a termination threat, PRINZING is then entitled to terminate the contract in writing, discontinue the work, as well as invoice all previously rendered services according to contract prices and claim replacements.
5. Offsetting and Retention Rights
   The purchaser is only entitled to offset if the counterclaims have been legally established or are undisputed. The purchaser is only entitled to exercise a right of retention insofar as the counterclaim is based on the same contractual relationship.
6. Delivery Time
   (1) The commencement of the delivery time stated by PRINZING requires the clarification of all technical issues. PRINZING reserves the right to plead the defense of an unfulfilled contract.
   (2) If the purchaser is in default of acceptance or culpably violates his cooperation obligations, PRINZING is entitled to demand compensation for the damage incurred, including any additional expenses, from the purchaser. Further claims remain reserved.
   (3) In the case of a negligent delay in delivery, PRINZING’s liability for each completed week of delay is limited to 0.5% of the delivery value, but a maximum of 5% of the delivery value.
7. Transfer of Risk in Shipment
   (1) PRINZING delivers the goods EXW Lonsee-Urspring (INCOTERMS 2010).
   (2) If the goods are shipped to the purchaser or a third party upon the purchaser’s request, the risk of accidental loss or deterioration of the goods passes to the purchaser with the handover to the carrier/transporter, at the latest, however, when leaving the factory/warehouse. This applies regardless of whether the shipment of the goods occurs from the place of performance or who bears the freight costs.
8. Retention of Title
   (1) PRINZING retains ownership of the delivered item until full payment of all outstanding claims from the delivery contract is received. This also applies to all future deliveries, even if PRINZING does not explicitly refer to this.
   (2) The purchaser is obliged to treat the purchased item with care as long as ownership has not yet been transferred.
   (3) In particular, he is obligated, at his own expense, to properly insure the item at new value against theft, fire, and water damage in the case of high-value items.
   (4) If maintenance and/or inspection work needs to be carried out, the purchaser must carry this out in good time at his own expense.
   (5) As long as ownership has not been transferred, the purchaser must promptly notify PRINZING in writing if the delivered object is seized or otherwise subjected to interventions by third parties. If the third party is unable to reimburse PRINZING for the reasonable costs of a third-party objection lawsuit according to § 771 ZPO, the purchaser is liable to PRINZING for these costs.
   (6) The purchaser is entitled to resell the reserved goods within the ordinary course of business. The purchaser hereby assigns to PRINZING the receivables resulting from the resale of the item against the buyer, amounting to the final invoice value agreed with PRINZING (including VAT). PRINZING accepts this assignment. This assignment applies irrespective of whether the purchased item has been processed or not.
   (7) Processing and/or conversion of the purchased item by the purchaser is always carried out in the name and on behalf of PRINZING as long as the purchased item is subject to retention of title. Owner of the processed or transformed item is thus PRINZING. In this case, the previous expectancy right of the purchaser to the processed or transformed item continues.
   (8) If the purchaser mixes PRINZING items that are under retention of title with their own, the new item becomes the sole property of PRINZING.
   (9) To secure the claims, the purchaser also assigns those claims to PRINZING against third parties that accrue through the connection of the reserved goods with a property – PRINZING already accepts this assignment.
   (10) If the value of the securities exceeds the claims to be secured by more than 20%, PRINZING undertakes to release the securities owed on request of the purchaser.
9. Warranty (Liability for Defects)
   PRINZING’s liability for defects is as follows:
   The liability under the German Product Liability Act exists without restriction. This also applies in cases where promised qualities are missing (§ 443 BGB), especially if the guarantee aims to protect the purchaser against damage not incurred to the delivery item itself.
   (a) The limitation period for defect claims (especially § 438 paragraph 1 No. 3 BGB) is limited to 1 year. Cases of fraudulent intent are excluded from this. The commencement of the limitation period is based on the law.
   (b) No limitation occurs as per item 9 a if the delivered item has been used for a structure as per its regular use, causing its defects. Instead, the legal limitation period as per § 438 BGB applies. The start of the limitation period is based on the law.
   (c) In the case of selling used items, the warranty (liability for defects) is excluded, not applicable to cases of fraudulent intent nor claims for damages for bodily injury or damages caused deliberately or through gross negligence.
   (d) PRINZING is entitled to at least 3 attempts of rectification.
   (e) The rectification does not lead to a new start of the limitation period.
   (f) Minor, acceptable deviations in dimensions and designs, especially in repeat orders, do not entitle complaints unless the adherence to dimensions and color tones has been expressly agreed upon. Technical improvements and necessary technical modifications are also considered as per contract as long as they are reasonable and do not represent a deterioration in value.
   (g)
   (aa) In case of contract processing, only the warranty for the proper execution of the commissioned part can be assumed based on the documents known at the time of order. The functionality or usability itself cannot be warranted and is the purchaser’s responsibility – before passing on/processing, the purchaser must check the functionality or usability.
   (bb) The limitation period for defect claims is limited to 1 year. Cases of fraudulent intent are excluded from this. The commencement of the limitation period is based on the law. No limitation period occurs if the delivered item, in its ordinary use, was used for a structure and caused its defects. Instead, the statutory limitation period applies. The start of the limitation period is based on the law.
   (cc) No liability is assumed for provided materials.
10. Liability
    (1) Damage claims against PRINZING, its employees, and/or its vicarious agents, based on slight negligence not involving damage claims for injury to life, body, and/or health, are excluded – as far as legally possible. It is irrelevant whether they arise from contractual breach or breach of contractual ancillary obligations, unauthorized acts, or producer liability due to construction, production, or information defects as well as defects in product monitoring, such as § 823 BGB. The liability under the Product Liability Act is not excluded.
    (2) In the case of culpable breach of essential contractual obligations (cardinal obligations – e.g., in the sales contract, the transfer of ownership of the purchased item), there is liability even for negligence of an organ or a senior employee, but limited to the typical contractual, reasonably foreseeable damage. This limitation does not apply to injuries to life, body, and/or health.
    (3) In cases of permissible limitation of liability in non-gross negligence, the typical contractual, reasonably foreseeable damage amounts to a maximum of 15% of the order value. This limitation does not apply to injuries to life, body, and/or health.
    (4.) The liability under the Product Liability Act of the Federal Republic of Germany exists without limitation.
    (5.) Unlimited liability applies also in the case of missing guaranteed properties if the guarantee is intended to protect the purchaser against damage not incurred to the delivery item itself.
11. Export Control
    (1.) The purchased item may be subject to export restrictions (foreign trade regulations, e.g., of the EU or the USA) for dual-use items and dual-use technologies. Exports to certain third countries might be entirely or partially prohibited or only permitted with special official authorization. The purchaser is obliged to comply with the export regulations and obtain the necessary (possibly official) permissions promptly.
    (2.) The purchaser must nevertheless pay the full purchase price and accept the machine in the case of export restriction. Section 9 remains unaffected.
12. Place of Performance and Jurisdiction, Export Control, Miscellaneous
    (1) The place of performance and exclusive jurisdiction is Lonsee-Urspring. PRINZING also has the right to file a lawsuit against the purchaser at its domestic or foreign business location.
    (2.) German law applies to the exclusion of the UN Sales Law (CISG).
    (3.) Amendments and additions require written form. This applies to changes to this written form clause as well. No verbal side agreements have been made.
    (4.) If a provision is or becomes ineffective, all other provisions remain unaffected.
    Supplementary General Assembly Conditions
13. Scope of Application
    (1) All assembly orders undertaken by PRINZING are subject to the above conditions for sale and contract processing as well as the following additional assembly conditions.
    (2) These terms and conditions take precedence over conflicting purchasing or similar customer conditions. In ongoing business relationships, they form the basis for all further transactions.
14. Offers and Offer Documents
    (1) The documents belonging to the offer, such as illustrations, drawings, weight and dimension specifications are only binding insofar as they are explicitly designated as such. Changes are inappropriate and no longer acceptable if they go beyond the customary industry standards. PRINZING retains ownership and copyrights to estimates, drawings, and other documents.
    (2) All ownership and copyrights to the offer and all documents may not be passed on, published, or duplicated nor used for any purpose other than that agreed without PRINZING’s approval.
    (3) Official or other approvals must be obtained by the contractor at his own expense. PRINZING must provide the contractor with the necessary documents.
    (4) Absent contrary individual agreements, the offer includes only the mentioned ancillary services. Other tasks beyond this are to be compensated separately.
15. Prices and Payment
    (1) Prices are understood as exclusive of VAT in the applicable amount.
    (2) PRINZING is entitled to demand negotiations for a price adjustment in long-term obligations as well as in agreements that contain delivery or performance deadlines of more than 4 months after contract conclusion if the following items have increased: prices for the total material required from contract conclusion or wage and non-wage costs due to legal or tariff changes or VAT.
    (3) For subsequently requested overtime, night, Sunday, and holiday work as well as unforeseen work under difficult conditions, applicable tariff agreements and allowances will be charged.
16. Delivery Time and Assembly
    (1) If execution deadlines are not agreed, work can commence immediately after order confirmation, but at the latest 12 working days after request by the client. The start of the execution period requires the client to have provided the documents required according to Section 2, an unimpeded start of assembly on the construction site, and any agreed advance payment to have been received by PRINZING.
    (2) If the start, continuation or completion of the work is delayed for reasons for which the client is responsible and he does not promptly remedy this upon PRINZING’s request, PRINZING may demand damages while maintaining the contract, or set a reasonable deadline for contract fulfillment and declare that PRINZING will terminate the contract after the deadline expires without result, possibly asserting claims for damages too. Further rights, specifically damage claims, remain reserved by PRINZING.
    (3) In the event of termination, PRINZING is entitled to claim compensation for additional expenses incurred, for instance, for unsuccessful offers and for the storage and preservation of the owed item, in addition to his remuneration accrued up to then.
17. Acceptance and Transfer of Risk
    (1) With acceptance, the risk transfers to the client. If the client is in default of acceptance, the risk transfers to him at the time of default. The same applies if assembly is interrupted for reasons the client is responsible for and if PRINZING has turned over the services rendered to the client.
    (2) The object must be accepted after the completion of the services. This also applies to self-contained partial services.
18. Claims for Defects and Compensation
    (1) Minor, acceptable deviations in dimensions and designs, especially in repeat orders, do not entitle objections unless adherence to dimensions and color tones has been expressly agreed upon. Technical improvements and necessary technical modifications are also considered contractual as long as they are reasonable and do not represent a reduction in value.
    (2) During cutting, thawing, and/or soldering work, the client is obliged to inform PRINZING of any potential hazards and special features (e.g., fire hazards in rooms or materials) and to take all safety measures (e.g., posting fire watch, fire extinguishing materials, etc.).
    (3) Damage claims arising from the provisions of §§ 280, 311 BGB, not simultaneously based on the breach of a principal contractual obligation by PRINZING, are excluded against both PRINZING and its fulfillment or vicarious agents, unless the damage is caused intentionally or by gross negligence.
    This does not apply to claims for damages due to the absence of the contractually assumed suitability, which should protect the purchaser from the risk of consequential damage. Claims for damages under the Product Liability Act as well as liability for damages to life, body, or health remain unaffected. Additionally, item 10 of the above conditions for sale and contract processing applies.