Müller Feinblechbautechnik GmbH, Gewerbestraße 41, 97833 Frammersbach

General Terms and Conditions for Commercial Customers
of Müller Feinblechbautechnik GmbH, Frammersbach

Last updated: 1 February 2020

1. General terms and conditions

1.1 These general terms and conditions of sale shall apply exclusively to our (“Müller Feinblechbautechnik

GmbH”) delivery of goods and services; general terms and conditions of the customer conflicting with or
deviating from our general terms and conditions of sale shall be accepted by us only if we have consented
to them expressly in writing. They shall also have no effect if we did not object to them in individual cases.

1.2 The provisions of 1.1 shall also apply to all future transactions with the customer.

1.3 Assignment of receivables from us to third parties shall be excluded. This shall not affect Art. 354 a

German Commercial Code.

1.4 The customer shall only be entitled to set-offs, even if claims for defects or counterclaims are brought, if

the claims brought have been legally established, have been recognised by us or are undisputed. The
customer shall only be entitled to exercise a right of retention if the counterclaim is based on the same
contract from which the customer’s payment obligation arises.

1.5 Sale, resale and disposal of the goods and services and any associated technology or documentation may
be subject to the export control laws of Germany, the EU, the US and possibly of other countries. By
submitting their order, the customer declares compliance with such laws and directives. The customer
declares that it has obtained all permits necessary for export or import.

2. Offer / Scope of delivery

2.1 Our offers are subject to change. The offers represent a non-binding invitation to the customer to order

goods and services from us.

2.2 By sending the order to us, the customer submits a binding offer to conclude a contract.

2.3 We can accept this offer within a period of 14 calendar days by sending an order confirmation or by sending
the goods ordered or by commencing the provision of services. If the deadline expires without effect, the
offer shall be deemed to have been rejected.

2.4 Nonconformity with product information is admissible if it is insignificant.

2.5 We reserve title and copyright to designs, catalogues, advertising materials, illustrations, drawings,
calculations and other documentation. This shall also apply to such written documentation marked as
“confidential”. Prior to disclosure of such documentation to third parties, the customer requires our express
written approval.

3. Advice / consultation

We provide advice and application-technological consultation to the best of our knowledge based on our
experience. However, all information and advice on suitability and application of our goods are without
obligation and do not release the customer from executing their own assessments. Item 9 of these terms
and conditions shall apply to a possible liability.

4. Prices

4.1 Unless provided otherwise in our order confirmation, our prices are “ex works” (Incoterms 2010) excluding

packaging, insurance, freight and possibly minimum quantity surcharge. These items shall be invoiced
separately.

4.2 Any and all prices are net without value-added tax. Value-added tax is listed separately in the invoice at

the rate applicable at the day of issuing of the invoice (currently 19%).

4.3 We reserve the right to adjust our prices accordingly if reduction or increase of the costs occurs after

concluding the agreement, including but not limited to such changes occurring because of collective

Müller Feinblechbautechnik GmbH, Gewerbestraße 41, 97833 Frammersbach

agreements or changes of the cost of commodity and/or material. Proof of such changes is provided to the
customer on request.

5. Payment

5.1 Unless provided otherwise in the order confirmation, payments are due without deduction within 10 days

from the date of invoice. In the event of default on payment, the provisions of 5.2 shall apply alongside the
statutory regulations regarding payment default.

5.2 Bills of exchange and cheques are only deemed payment upon redemption and are accepted without an

obligation to submit or protest them in due time and only upon special written agreement and with charging
of all withdrawal and discount expenses to the customer.

5.3 In the event of default on payment or should our receivables be at risk as a result of a deterioration in the

creditworthiness of the customer, we shall be entitled to demand payment of the sums due to us from the
business relationship with the customer. We shall then also be entitled to carry out any outstanding
deliveries in return for advance payment or the provision of securities only. If the customer is not in a
position to provide securities within a reasonable period of time after a deadline has been set and a warning
given that we may withdraw from the contract, we shall have the right to withdraw from the contract. We
reserve the right to claim additional damages in the future.

5.4 We are entitled to claim default interest to the amount of 9 percent above the base interest rate of the ECB

p.a. as from occurrence of default. This shall not affect the possibility of claiming higher actual damages.

5.5 We send our invoices by e-mail.


6. Delivery and delivery time

6.1 Unless expressly agreed otherwise, we deliver ex works or ex warehouse, excluding packaging and

insurance, freight and possibly mark-ups for small volume purchases.

6.2 Dates and periods for the delivery of goods and services agreed bindingly or non-bindingly must be set

down in writing and are agreed subject to correct and timely delivery by our suppliers only.

6.3 The agreed delivery/performance deadline shall be deemed to have been met if the delivery item is ready

for collection at the factory or warehouse or if we have at least offered our service verbally by that deadline.

6.4 War, strike, lockout, shortage of raw materials and power, disruptions of traffic and unavoidable disruptions

of operations, orders of higher authority – including if it makes execution of the affected operation
effectively unprofitable in the foreseeable future – and all other events of force majeure, including any of
them affecting our suppliers, shall release us from our delivery obligation for the duration of the disruption
and to the extent of its effects. Such events shall entitle us to withdraw from the agreement in full or in part
without the buyer being entitled to compensation of damages.

6.5 Partial deliveries of goods and services are admissible and to be paid according to the terms and

conditions if they are reasonable for the customer.


7. Transfer of risk and receipt in case of shipment, default in acceptance

7.1 Collection/acceptance of the goods/service shall be undertaken by the customer without delay after

provision at the factory or warehouse or the verbal offer of the service.

7.2 If the customer defaults on acceptance, we shall be entitled to claim for the expenses incurred by
us/compensation; the risk of accidental deterioration and accidental loss shall be transferred to the
customer as soon as the customer defaults on acceptance.

7.3 Subject to proof of a different amount of damages, we are entitled to claim 10% of the net invoice for
compensation. For the costs of storage for goods not accepted in due time, the customer shall be charged
0.5% of the net invoice amount per month as from the first month after notification of readiness for shipment
for compensation.

7.4 If the goods are shipped to the customer at the customer’s request, the risk of accidental loss or accidental

deterioration of the goods shall be transferred to the customer when the goods are dispatched and no later
than when the goods leave the factory or warehouse. This shall apply regardless of who bears the freight
costs. Unless agreed otherwise in writing, delivery shall in this case be curbside. The customer warrants
free access to the unloading site. Additional expenses for the transport due to non-fulfilment of the

Müller Feinblechbautechnik GmbH, Gewerbestraße 41, 97833 Frammersbach

customer’s obligation shall be borne by the customer. The buyer shall immediately assert any complaints
due to transport damages towards the carrier within the special terms provided. The customer shall be
responsible for taking out a transport insurance and other insurances. If shipping of the delivery is delayed
for reasons the customer may be held responsible for, the risk of accidental deterioration and accidental
loss is transferred to the customer upon notification of readiness for shipment. The customer shall bear
the storage costs after transfer of risk. We reserve the right to claim additional damages in the future. If
the customer falls into arrears with acceptance, we are entitled to claim compensation for the expenses
incurred by us; at the occurrence of default of acceptance, the risk of accidental deterioration and
accidental loss is transferred to the customer. The customer shall be in default of acceptance in this case
if the customer does not accept the goods within two weeks after notification of readiness for shipment.

7.5 Goods/services shall be received by the customer, the rights provided in item 9 hereunder notwithstanding,

even if they have insignificant defects.


8. Reservation of title

8.1 Until full satisfaction of all receivables for whatever legal reason incurred by the legal relationship

underlying the delivery, title to all delivery items/goods is reserved (goods subject to reservation of title).

8.2 If the customer processes, joins and mixes the goods subject to reservation of title with other goods, we

are entitled to joint title to the new goods in relation of the invoice value of the goods subject to reservation
of title to the value of the other goods used. If our title expires due to processing, joining or mixing, the
customer shall in advance assign to us the title to the new inventory or goods to the extent of the value of
the goods subject to reservation of title and shall store them for us free of charge. The resulting rights of
co-ownership shall be deemed goods subject to reservation of title within the meaning of 8.1.

8.3 Only within the scope of ordinary operations and if they are not in default, the customer is entitled to

process the goods subject to reservation of title, join or mix them with other goods or resell them. Any other
disposal of the goods subject to reservation of title is inadmissible. Distraint of the goods subject to
reservation of title by third parties or any other seizure must be notified to us immediately. All intervention
expenses shall be borne by the customer if they cannot be recovered from the third party. If the customer
grants their buyer a respite for the purchase price, they shall reserve title to the goods subject to the
reservation of title towards them to the same conditions to which we have reserved title at delivery of the
goods subject to reservation of title. Otherwise the customer is not entitled to resell the goods.

8.4 Receivables of the customer incurred by resale of the goods subject to reservation of title are hereby

assigned to us. They are used to secure our claims to the same extent as the goods subject to reservation
of title. The customer is entitled and authorised to resell the goods only if it is guaranteed that any
receivables incurred by them are transferred to us.

8.5 If the goods subject to reservation of title are sold together with other goods not delivered by us for a total

price, assignment of the receivable incurred by the sale shall be made to the amount of the invoice value
of our respective sold goods subject to reservation of title.

8.6 Until cancelled by us, the customer is authorised to collect the receivables assigned to us. We are entitled

to cancellation if the customer does not fulfil their payment obligations incurred in the business relationship
with us in due time. If the conditions for execution of the right of cancellation are fulfilled, the customer
shall immediately notify us of the assigned receivables and their debtors upon our request, provide all
information required to collect the receivables, provide the associated documentation and notify the debtor
of the assignment. We are also entitled to notify the debtor of the assignment ourselves.

8.7 If the value of the security deposits made for us exceeds the total secured receivables by more than thirty

(30) percent, we are obliged to release security deposits at our option upon the customer’s request.

8.8 If we assert the reservation of title, this shall only be deemed withdrawal from the agreement if expressly

declared by us in writing. The customer’s right to own the goods subject to reservation of title lapses if the
customer does not fulfil their obligations under the legal relationship underlying the delivery.

9. Warranty and material defects

9.1 The customer’s warranty entitlements in the event of defects are in line with statutory provisions and

statutory deadlines, unless otherwise specified in the following provisions.

9.2. Section 439 paragraphs 2 and 3 German Civil Code shall not be applicable; this shall not apply in the event

that a defect in our performance or partial performance becomes the subject of a warranty claim by a
consumer further down the supply chain. Section 377 German Commercial Code shall apply.

Müller Feinblechbautechnik GmbH, Gewerbestraße 41, 97833 Frammersbach

9.3 In the case of the purchase of new delivery items, customer warranty claims for defects shall become
statute-barred one year after receipt of the delivery items.

9.4 In the case of the purchase of used delivery items, the customer shall not be entitled to bring warranty

claims.

9.5 The limitation period of one year or the exclusion of warranty shall not apply if the liability for compensation

arises from bodily injury or damage to health resulting from a defect for which we are responsible or arising
from intent or gross negligence on our part or on the part of our vicarious agents. Notwithstanding the
above, we shall be liable in accordance with the Product Liability Act without deviation from the statutory
provisions therein.

9.6 The warranty shall not apply if the customer modifies the delivery items without our consent, has them

modified by third parties or uses them in ways or for purposes for which they are not intended, and this
renders it impossible or unreasonably difficult to remedy the defect. The customer shall bear any additional
costs for the remedy of defects that result from such a modification.

9.7 The customer has an obligation to inspect the delivery item/service for any defects upon handover and to

notify us without delay in writing of any such defects. The applicable provisions and legal consequences
of the German Commercial Code apply accordingly.

9.8 If a notice of defects proves to be unjustified, the customer shall reimburse us for all expenses incurred by

us as a result of such a notice.


10. Liability for damages in the case of fault

10.1 Our liability for damages, on whatever legal grounds, including but not limited to impossibility, delay,

defective or incorrect delivery, breach of contract, breach of duties during contract negotiations and tortious
acts, shall be limited in accordance with the provisions of 10 insofar as fault is involved.

10.2 We shall not be liable in the case of ordinary negligence on the part of our bodies, legal representatives,

employees or other agents unless a breach of essential contractual obligations is involved. Essential
contractual obligations are such obligations that grant the contractual parties the right the agreement has
to grant according to its content and purpose, particularly such obligations the fulfilment of which makes
the proper execution of the agreement possible in the first place and on which compliance the contractual
partner regularly relies on and may rely on.

10.3 Insofar as we are liable for damages on the grounds specified in 10.2, said liability shall be limited to

damages that we foresaw at the time of conclusion of the contract as a possible consequence of a breach
of contract, or that we ought to have foreseen had we exercised due diligence. Indirect damages and
consequential damages resulting from defects in delivery items shall only be payable if such damages are
typically to be expected when the goods are used as intended.

10.4 In the event of liability for ordinary negligence, our liability for property damage and further financial loss

resulting therefrom shall be limited to EUR 50,000 per insured event (which corresponds to the current
coverage under our product liability insurance or liability insurance), even if a breach of essential
contractual obligations is involved.

10.5 The above exclusions and limitations of liability shall apply to the same extent in favour of our bodies, legal

representatives, employees and other vicarious agents.

10.6 If and to the extent that we provide technical information or act in an advisory capacity and said information

or advice is not part of the contractually agreed scope of services owed by us, such information or advice
shall be provided free of charge and shall not render us liable on any grounds.

10.7 The limitations pursuant to 10 shall not apply to our liability for intent or gross negligence, for guaranteed

characteristics, for injury to life, body or health, or under the German Product Liability Act.


11. Data processing and other provisions

11.1 We store and transfer the customer’s order-related personal data for the processing and handling of that

order only (Art. 6 GDPR). In accordance with the provisions of the GDPR, the German Federal Data
Protection Act and the German Telemedia Act (TMG), we are committed to comprehensive protection of
the customer’s personal data.

11.2 We are – not – prepared to take part in a dispute resolution procedure (sections 36 and 37, German Act

on Alternative Dispute Resolution in Consumer Matters).

Müller Feinblechbautechnik GmbH, Gewerbestraße 41, 97833 Frammersbach

11.3 Substantive German law shall apply; application of the United Nations Convention on Contracts for the

International Sale of Goods (CISG) is excluded.

11.4 Unless provided otherwise in the order confirmation, the place of performance shall be our domicile in

Frammersbach.

11.5 If the customer is a merchant, a legal entity under public law or a special fund under public law, the courts

of Würzburg shall have sole jurisdiction for all disputes arising directly or indirectly from the contract. The
same shall apply if the customer is domiciled abroad. However, we are also entitled to file action against
the customer at the courts of their domicile.

The German version shall apply exclusively for interpretation and application. The English translation
is for information purposes only.