General Terms and Conditions of THOPTEC Entwicklungs & Vertriebs GmbH

I. Scope of Application

1. The following General Terms and Conditions (GTC) are an integral part of all legal transactions, especially all purchase, delivery, and work contracts, which we conclude with customers (buyers, clients).

2. Business conditions contradicting these GTC – especially purchasing conditions of business partners – are not valid if they contradict these conditions. Contradictory conditions can only be legally effective if we agree to them in writing.

II. Written Form Clause

A written agreement is required for the legal effectiveness of the cancellation or amendment of these GTC.

III. Pricing

1. In commercial transactions with customers who possess the status of a merchant according to §§ 1-7 HGB (German Commercial Code), we are entitled, even after the conclusion of the contract, to levy price surcharges if the calculation components of the price have changed; this includes, in addition to fees of all kinds, public charges, taxes and duties, freight surcharges, list price increases of our suppliers, and similar. If the aforementioned conditions leading to a new, increased price calculation are met, the increased price is deemed agreed upon.

2. Prices are ex-warehouse (warehouse transactions) or ex-works (drop shipments) and are calculated at the rate valid on the day of delivery (daily price clause). Installation, packaging, freight, forwarding and unloading costs, customs duties, any insurance, and other expenses are also not included and will be invoiced separately if applicable. Changes require written confirmation. The supplier has the right to charge for material and wage increases occurring after the submission of the offer or order. By compensating for cost shares for tools, the customer does not acquire any right to these tools. They remain the full property of the supplier, as the design idea is the intellectual property of the supplier and is not covered by a proportional payment of the expenses.

3. Minimum order value: 25,- Euro net per delivery. For a goods value under 25,- Euro net, we charge a small quantity surcharge per delivery.

IV Information

Information obtained from us regarding deliveries and other services is always non-binding, even if provided in writing. In the absence of other written notification, information is in no case considered a guarantee of properties.

V Payment, Interest on Overdue Payments

1. Our invoices are due for payment within 30 days from the invoice date. For payment within 10 days from the invoice date, we grant a 2% discount.

2. If payment is not made within 30 days from the invoice date (overdue), we are entitled, for customers who have merchant status within the meaning of §§ 1-7 HGB, to charge interest from the date of overdue payment at a rate of 6% above the current discount rate of the Deutsche Bundesbank, plus the applicable VAT on the interest, which we ourselves have to pay for the use of current account credit (bank-usual interest rate).

3. Insofar as we accept bills of exchange and checks as payment, the underlying liabilities are only settled when the bill of exchange or check amount has been credited by the debtor of the security. There is no obligation to accept bills of exchange. All bill of exchange and check costs as well as expenses are borne by the payer. 4.) If, with our consent, parts are returned or exchanged for reasons not attributable to us, we must charge 20% of the goods value, but at least EUR 10,– to cover the incurred costs. Custom-made products and modified parts are excluded from return or exchange. Freight costs are borne by the sender.

VI Set-off

The contractual partner is only entitled to set off if the counterclaim is undisputed or has been legally established by judgment. In all other cases, set-off is excluded.

VII Right of Withdrawal

1. In the event that we are not supplied correctly and on time, we are released from our delivery obligation. We are then entitled to withdraw from the contract. Likewise, we are entitled to withdraw from the contract if the performance cannot be rendered, or cannot be rendered on time, due to force majeure or industrial action (strike in our company or in the company of the sub-supplier or in the company of the factory supplier).

2. We are also entitled to withdraw from the contract if the customer is in default with liabilities from other contracts concluded with us.

VIII Retention of Title

1.) We retain ownership of the goods delivered by us until full payment of all our (also future) claims arising from our business relationship with the customer, regardless of the legal reason. The retention of title also remains in effect if we maintain a current account relationship with the customer; in the case of a running account, ownership serves as security for the balance claim.

2. We may prohibit the resale and/or combination and/or mixing of our reserved goods.

3. In the case of processing, combination, and/or mixing of the reserved goods with other goods not belonging to us, we are entitled to co-ownership of the new item in proportion to the invoice value of the reserved goods to the invoice value of the other goods, including the expenses for processing (combination, mixing). Furthermore, processing is in any case deemed to have been carried out by us, so that the retention of title extends to the processed (combined, mixed) goods, or, if applicable, to the new item.

4. If the buyer is a commercial trader who resells goods unprocessed or processed, they are authorized to resell the reserved goods in the normal course of business. However, they hereby assign their claims from the resale to us up to the invoice value of the reserved goods. The authorization to resell depends on the legal effectiveness of the assignment of claims. The buyer is not entitled to transfer the reserved goods as security to third parties, to pledge them, or to carry out exchange transactions with them.

5. If the reserved goods are sold by the customer after processing, alone or together with other goods not belonging to us (processed or unprocessed), the claim from the resale is assigned to us up to the invoice value of the reserved goods.

6. We are entitled to collect claims from the resale until any revocation, which can also be verbal, is made. Upon request, the customer is obliged to notify the third-party debtor of the assignment to us and to inform us of this notification, as well as to send the information and documents necessary for the collection of the assigned claims with this notification. Our customer must notify us immediately of any seizure or other impairment by third parties. The assertion of the retention of title, in particular the return of goods, the collection of claims from third parties, is not considered a withdrawal from the contract. In particular, we are entitled to take back the reserved goods – without having to withdraw from the contract – if the buyer has exceeded the payment term granted to them or is in default.

7. Our rights from simple, extended, or prolonged retention of title are also not extinguished by bill of exchange/check payment by the debtor. Our retention of title rights remain in effect until we are released from our liability as bill of exchange issuer or liability from bill of exchange guarantee or endorsement in this case.

8. Release of Securities

a.) After satisfaction of our claims secured by simple, extended, and prolonged retention of title, we will retransfer the claims transferred to us and any surplus from the realization to the buyer.

b.) Even before full satisfaction of our claims secured by simple, extended, and prolonged retention of title, we are obliged, upon the buyer’s request, to release to the buyer, at our discretion, claims transferred to us as well as any other securities established in our favor (e.g., items falling under simple or extended retention of title), in whole or in part, provided that the realizable value of all securities temporarily exceeds 120% of our secured claims.

IX Delivery

1. The delivery period begins with the issuance of the written order confirmation and after all execution details have been fully clarified.

2. Delivery is deemed to have occurred upon timely notification of readiness for dispatch, even if dispatch is delayed due to circumstances for which we and/or one of our sub-suppliers are not responsible.

3. If we fall into arrears with our delivery, the customer must set a reasonable grace period for delivery. After this period has expired, the customer may withdraw from the contract if the goods have not been reported ready for dispatch by the end of this grace period. However, even in this case, the customer is obliged to accept partial quantities, provided they can still be delivered within the grace period.

4. Events of force majeure, which include all circumstances for which we are not responsible (e.g., strike, lockout, or insufficient delivery readiness of our sub-suppliers), entitle us to withdraw from the contract for the duration of the impediment plus the unfulfilled part of the contract, even if the transaction was concluded at a time when these circumstances already existed.

5. In this case, however, our customer can demand from us whether we intend to deliver within a reasonable period or withdraw; this demand can only be made after the circumstance that hindered the delivery has ceased. If we do not declare ourselves within a reasonable period (at least 14 days), the customer can withdraw.

6. The goods are delivered in commercial quality. Minor deviations, design changes, and excess or short deliveries of up to 10% are reserved.

X Partial Deliveries

We are entitled to make partial deliveries at any time.

XI. Intellectual Property Rights / Catalogs / Drawings / Models / Dimensional and Design Changes

Illustrations, photographs, drawings, etc. accompanying our offers or deliveries remain our property and may not be reproduced or made accessible to third parties in any form. The information in catalogs, drawings, and models regarding performance and dimensions are non-binding guidelines. We reserve the right to make dimensional and design changes in the course of technical development.

XII Notification of Defects

1. If the customer is a merchant within the meaning of §§ 1-7 HGB, they are obliged to report any defects (defective and/or incorrect deliveries) to us immediately, but no later than within 8 days, unless the law prescribes a shorter period (e.g., §§ 377, 378 HGB), otherwise they will lose any warranty claims based on the alleged defects. Regarding the obligation to notify for customers who do not have merchant status, the legal provisions for notification of defects apply.

2. Customers with merchant status must report defects that cannot be discovered even with careful inspection within the period specified in Section 1 of this provision, immediately upon discovery, with immediate cessation of any processing, but no later than three weeks after receipt of the goods. Material defects that were not visible during processing in our delivery plants are excluded from the warranty.

3. In any case of a justified notice of defect, we are obliged, at our discretion, to rectify the defect, credit the reduced value, deliver defect-free goods (replacement delivery) or defect-free parts, and in case of incompleteness, to make a subsequent delivery. In the case of justified notices of defect, we must declare our exercise of this right of choice within a reasonable period. In the event of failure of rectification and/or replacement delivery, the customer is entitled to demand, at their discretion, a reduction of the remuneration or withdrawal from the contract.

XIII Limitation of Liability

1. We are only obliged to pay damages for indirect and direct damages due to fault in contract negotiations, due to culpable non-performance of the contract, due to culpably caused delay, or due to positive breach of contract, in cases of intent or gross negligence. In all cases of slight negligence, we are released from the obligation to pay damages.

2. If we are charged with gross negligence within the framework of contractual relationships with commercial customers (§§1-7 HGB), our liability is furthermore limited to direct damage; liability for indirect damage or consequential damage is excluded.

XIV Shipment and Transfer of Risk

1. The risk of loss and price passes to the customer upon handover of the goods to the forwarder or carrier, at the latest upon leaving the factory or warehouse. This also applies if we transport the goods to the place of delivery with our own vehicles, freight paid or against payment. The transfer of risk to the customer occurs at the time the goods leave the warehouse.

2. Means of transport and transport routes are left to our choice in the absence of special instructions.

3. Unless our customer gives special instructions, no transport insurance will be taken out. Any insurance costs are to be borne by the customer.

4. Goods reported ready for dispatch must be called off immediately. Otherwise, we are entitled to store the goods at the buyer’s expense and risk at our reasonable discretion and to charge corresponding storage fees (both for own and external storage).

XV Place of Jurisdiction, Place of Performance

1. The place of performance for our deliveries is Munich.

2. The place of jurisdiction for customers who are full merchants is the registered office of our company. In all other respects, the legal provisions regarding the place of jurisdiction apply.

XVI Invalidity of Conditions

Should individual of these conditions be ineffective or be declared ineffective by a legally binding court judgment, the remaining conditions shall remain unaffected in their validity.

Status: 01/2022