Generel Terms and Conditions of Delivery and Payment

§ 1. Scope of application

These Terms and Conditions of Purchase apply to all business transactions between FFG Umwelttechnik GmbH & Co.KG (hereinafter referred to as “Purchaser” or ‘FFG’) and its suppliers or other contractors (hereinafter collectively referred to as “Supplier”), even if they are not specifically mentioned in subsequent contracts. They shall also apply if the Supplier refers to its own terms and conditions, in particular when accepting the order or in the order confirmation, and/or if the Buyer enters into a contractual relationship in the knowledge of terms and conditions that conflict with or deviate from these terms and conditions. Any terms and conditions that deviate from these terms and conditions are rejected. These will not be recognized unless the Buyer expressly agrees to them in writing. They also apply to all other formulations intended for regular use by the Supplier, regardless of the documents in which they are contained, and in particular even if they are not expressly designated as “General Terms and Conditions” or similar.

§ 2. Order

1. An order shall only be deemed to have been placed once it has been drawn up in writing and signed by the buyer. Orders placed verbally or by telephone shall only be binding on the buyer if the buyer has confirmed them by subsequently sending a written order.
2. Drawings provided by the buyer in individual cases, including tolerance specifications, are binding. By accepting the order, the supplier acknowledges that it has familiarized itself with the type of execution and the scope of the service by reviewing the available plans. In the event of obvious errors, typing errors, or calculation errors in the documents, drawings, and plans submitted by the buyer, the buyer shall not be bound. The supplier is obliged to inform the buyer of such errors so that the order can be corrected and renewed by the buyer. This also applies to missing documents or drawings.
3. Order details must be confirmed to the buyer by signing the copy of the order within two weeks of the order being placed. If confirmation is not received within this period, the buyer is entitled to revoke the order.
4. Any deviations from the order and subsequent contractual changes require the written confirmation of the buyer.

§ 3. Documents and materials provided

Drawings, tools, samples, models, trademarks, and packaging, illustrations, calculations, weight and measurement specifications, plans and other technical documents or similar, as well as finished and semi-finished products provided by the buyer or manufactured on its behalf, remain the property of the buyer and may only be passed on to third parties, used, disclosed, copied or otherwise reproduced with your express written consent. They are to be used exclusively for the contractual purposes. The buyer reserves all copyrights.

The documents and materials must be returned to the buyer immediately after completion of the order, if no contractual relationship is established, or at the express request of the buyer, together with all copies or other reproductions made. Products manufactured or labeled with such production resources, trademarks, and packaging may only be delivered to third parties with the express written consent of the buyer.

If the above-mentioned documents are passed on to third parties, disclosed, used, copied, or otherwise reproduced without the express written consent of the buyer, the buyer is entitled to claim damages. The same applies if the documents are not returned to the buyer immediately upon request or if a contractual relationship does not come into effect. The damages to be compensated include, in particular, the costs of replacement and legal action.

§ 4. Delivery dates

1. The agreed delivery periods and dates are binding. They commence on the date of the order. The goods must be received at the place of delivery specified by the buyer within the delivery period or on the delivery date. If delays are to be expected, the supplier must

and obtain the buyer's decision on whether to maintain the order.

2. If the supplier is in default, the buyer has the right to demand a contractual penalty of 1.0% of the net order value per week or part thereof, up to a maximum of 5% of the net order value, and to withdraw from the contract.
The supplier shall be in default if the goods have not arrived at the place of receipt specified by the buyer within the confirmed delivery period.

3. The contractual penalty paid shall be offset against any claim for damages.
If the buyer demands compensation for damages due to delay in delivery, this shall amount to a flat rate of 10% of the gross purchase price, unless the buyer can prove that the damage was greater or the supplier can prove that no damage or less damage was incurred.
In particular, the buyer is also entitled to make covering purchases at the supplier's expense in order to meet the demand for required parts.

4. The buyer is not obliged to accept delivery before the expiry of a delivery date.

§ 5. Delivery

1. The supplier shall bear the costs of delivery to the place of receipt specified by the buyer.
If, in exceptional cases, the buyer is to bear the freight costs, the supplier shall choose the mode of transport specified by the buyer, otherwise the mode of transport and delivery most favorable to the buyer.
If import and/or export licenses or other types of permits are required for the performance of the contract, this shall be the responsibility of the supplier, who shall obtain them in good time.
Unless otherwise agreed, the supplier shall be responsible for compliance with the relevant import and export, customs, and environmental regulations, as well as for completing the formalities and transport.

2. The risk shall only pass to the buyer upon acceptance of the goods at the receiving point.

3. Transport and packaging are included in the price. If, in exceptional cases, something else has been agreed, transport and packaging shall be charged at cost price. The supplier shall choose the type of transport and packaging specified by the buyer and ensure that the packaging protects the goods from damage.

4. The quantities ordered must be adhered to exactly. Under- and over-deliveries are only permitted with the express consent of the buyer.

§ 6. Documentation

1. Invoices, delivery notes, and packing slips must be enclosed in duplicate with each shipment. These documents must contain the following information in particular:

FFG order number
Quantity and unit of measure
Item description including FFG material number
Outstanding quantity for partial deliveries

Furthermore, the individual documentation requirements for the orders must be met.

§ 7. Prices

1. The agreed prices are fixed prices unless the supplier reduces its prices across the board.

2. The supplier shall not grant the buyer less favorable prices and conditions than those granted to other customers if and to the extent that the latter offer the supplier the same or equivalent conditions in the specific case.

3. Prices quoted are strictly net. The costs of packaging, shipping, freight, insurance, customs, and other expenses shall be borne by the supplier.

§ 8. Invoice/Payment

1. Invoices shall be drawn up in such a way that they remain clear and concise.

2. Payment shall only be made after the goods have been received in full and free of defects or the service has been performed in full and free of defects, and after receipt of an invoice that complies with the legal requirements and the buyer's documentation obligations. Delays caused by incorrect or incomplete invoices shall not affect cash discount periods. This shall apply accordingly to partial deliveries.

3. The cash discount period shall not commence before the date of receipt of the goods.

4. Payment shall be made within 14 days with a 3% cash discount, or within 30 days without deduction.

5. Claims of the supplier against the buyer may only be assigned to third parties with the consent of the buyer. Payments shall only be made to the supplier.

6. In the case of agreed advance payments, the buyer shall receive security from the supplier in the form of a guarantee until all service or goods claims that the buyer has against the supplier have been fulfilled in full.

§ 9. Offsetting

The buyer is entitled to offset any claims to which it is entitled, whether due or not yet due. A right of retention or set-off may only be asserted against the buyer with claims that are undisputed or have been legally established. If mutual payment claims exist, the supplier agrees to the set-off of its claims and liabilities against the buyer.

§ 10. Incoming inspection

The buyer is only obliged to carry out an incoming inspection within the meaning of §377 HGB (German Commercial Code) with regard to the type of goods delivered, the quantity, and obvious transport and packaging damage. A complaint within the meaning of §377 (1) HGB must be made by the buyer within 14 days of the delivery date. The complaint may also be made verbally, by telephone, or by remote data transmission.

§ 11. Guarantee/Warranty/Complaints

1. The supplier guarantees that the goods, including their presentation and labeling, correspond to the buyer's specifications. The buyer's order will be executed professionally and properly in accordance with the general rules of technology.

2. Even in the event of only insignificant deviations from the agreed quality or only insignificant impairment of usability, the buyer shall be entitled to withdraw from the contract and claim damages in lieu of performance.

3. In the event of delivery of defective goods, the supplier shall be given the opportunity to remedy the defect. The remedy shall be at the buyer's discretion, either by rectifying the defect or by delivering new goods free of defects. If the subsequent performance fails, if the supplier refuses to perform it, or if it is unreasonable for the supplier to perform it, or if the supplier is obviously unable to perform it, the buyer shall be entitled, at its discretion, to withdraw from the contract or to reduce the contractually agreed remuneration and to claim damages. The same shall apply if the supplier is in default with the subsequent performance after setting a reasonable deadline.

4. The repair shall be deemed to have failed after the first unsuccessful attempt.

5. The buyer is also entitled to remedy the defect itself at the supplier's expense or to have it remedied by third parties if the defect is only minor or if it is unreasonable for the buyer to wait due to the risk to operational safety or to prevent disproportionately large damage or other significant disadvantages.
The costs to be reimbursed by the supplier include, but are not limited to, the buyer's lost profits, installation and removal costs, troubleshooting costs, recall costs, and costs of interruption of completion. The buyer's further legal claims remain unaffected.

6. The buyer is entitled to charge the supplier 0.5% of the net order value per warranty case, but at least EUR 50, as compensation for the additional administrative expenses.

7. The supplier shall be liable for goods and services procured from third parties as if they were its own, even if it is not at fault. This applies in particular with regard to defects.

8. If deliveries are partially defective, the buyer is entitled to assert the aforementioned claims either with regard to the entire delivery or to part of it.

9. The limitation period for claims and rights of the buyer due to defects in deliveries and services is 2 years, unless otherwise agreed in individual contracts. Longer statutory limitation periods remain unaffected by this, as do provisions on the commencement of the limitation period, the suspension and interruption of periods.

§ 12. Lump-sum compensation

1. Insofar as the buyer is entitled to claim damages for non-performance, the damages shall amount to a lump sum of 15% of the gross business volume of the respective transaction. The supplier shall be entitled to prove that no damage or only significantly lower damage has been incurred. The buyer shall be entitled to prove that higher damages have been incurred.

2. Insofar as the supplier is entitled to claim damages for non-performance, the damages shall amount to a maximum of 5% of the gross business volume of the respective transaction. The buyer shall be entitled to prove

that no damage or only significantly lower damage has been incurred. The supplier shall be entitled to prove that higher damages have been incurred.

§ 13 Indemnification for material defects and defects of title

If the buyer is held liable by third parties for damages due to product damage for which the supplier is responsible, the supplier shall, regardless of any statutory or contractual deadlines, indemnify the buyer upon first request against all third-party claims, including the necessary costs of defending against such claims. If the third party is a customer of the buyer who was responsible for at least 20% of sales in the relevant product area in the previous calendar year, the supplier shall assume all damages, regardless of any legal claim by the customer, insofar as a serious threat to the business relationship with the customer is to be expected.

§ 14 Compliance with accident prevention and occupational safety regulations

If the Supplier receives an order from the Purchaser to plan, manufacture, modify, or repair equipment, to supply technical work equipment or materials, or to plan or design work processes, the Supplier shall, in order to prevent accidents at work, take measures and make arrangements that comply with the accident prevention regulations applicable to the Supplier, generally accepted safety and occupational health rules, and the requirements of other relevant legal provisions. arrangements and measures that comply with the accident prevention regulations applicable to the supplier, the generally recognized safety and occupational health rules, and the requirements of other relevant legal provisions.

The supplier shall indemnify the purchaser against any claims by third parties, in particular persons entrusted by the supplier with the execution of the commissioned work, and shall compensate the purchaser for any damage resulting from non-compliance with these regulations, insofar as the supplier is responsible for such damage.

§ 15 Property rights

The supplier shall be liable for ensuring that its delivery and its use by the buyer do not infringe any patents or other property rights of third parties. It shall indemnify the buyer and its customers against all claims arising from the use of such property rights. This shall not apply if the supplier has manufactured the delivered goods in accordance with drawings, models, or other equivalent descriptions or instructions provided by the buyer and the supplier does not know or cannot know that this infringes any property rights.

§ 16 Force majeure

War, civil war, export restrictions or trade restrictions due to a change in political circumstances, as well as strikes, lockouts, operational disruptions, operational restrictions, and similar events that make it impossible or unreasonable for the buyer to fulfill the contract, either with the supplier or its customers, shall be considered force majeure and shall release the buyer from its obligation to accept delivery on time for the duration of their occurrence or entitle it to withdraw from the purchase contract. The contracting parties are obliged to notify each other of this and to adjust their obligations to the changed circumstances in good faith.

§ 17 Storage/Ownership

Material provided remains the property of the buyer. It must be stored separately as such and may only be used for the buyer's orders. The supplier shall be liable for any reduction in value, loss, or accidental destruction, even if they are not at fault. The items manufactured with the material provided by the buyer are the property of the buyer in their respective state of manufacture. The supplier shall store the buyer's property free of charge.

§ 18 Trade secrets

The supplier is obliged to treat the buyer's orders and all related commercial and technical details as trade secrets. It must also effectively impose the corresponding obligation on any of its own suppliers or third parties who come into contact with this data.

If the supplier violates this obligation, the buyer shall be entitled to demand a contractual penalty of €200,000 per individual case. A continuing connection is excluded. The contractual penalty paid shall be offset against any subsequent claims for damages.

§ 19 General Terms and Conditions

1. Should any provision of these terms and conditions be or become invalid, this shall not affect the validity of the remaining provisions. The contracting parties are obliged to reach an agreement that comes as close as possible to the invalid provision in a permissible manner.
2. German law shall apply to all legal relationships between the supplier and the buyer.
3. The place of performance is Flensburg. Other arrangements may be agreed for delivery. For all current and future claims arising from the business relationship, including check claims, any disputes shall be brought before the competent court in Flensburg. The buyer is also entitled, at its discretion, to bring an action before the court at the seller's place of business or at the place of business of the legal representative appointed by the buyer.

FFG Umwelttechnik GmbH & Co. KG

Valid from January 1, 2017