General Terms and Conditions of Sale and Delivery

of W-Engineering GmbH (as of January 2025)

1. General Provisions, Scope of Application

1.1 Our General Terms and Conditions apply to all business relationships with entrepreneurs (Section 14 German Civil Code), legal entities under public law or special funds under public law (hereinafter: "Buyer").

1.2 The General Terms and Conditions in their respective version shall also apply as a framework agreement for future contracts concerning deliveries, services or offers to the Buyer, without us having to refer to them again in each individual case.

1.3 Deviating or supplementary terms and conditions of the Buyer shall only become part of the contract if and to the extent that we have expressly agreed to their validity.

2. Offer and Conclusion of Contract

2.1 Unless expressly designated as binding, all our offers are subject to change and non-binding. The order of goods or services shall be deemed a binding offer to contract. We may accept this offer within 4 weeks of its receipt. Acceptance may be declared either in writing (e.g. by order confirmation) or by delivery of the goods or provision of the service to the Buyer.

2.2 We reserve the right to make changes to our specifications regarding the subject matter of the delivery or service (e.g. weights, dimensions, utility values, technical data or product designations) as well as its representations (e.g. drawings and illustrations), provided that the quality of the delivery item is thereby improved (particularly in the case of successor products) or is not substantially changed and the changes or deviations are reasonable for the Buyer.

2.3 Invoicing is based on linear metres. Length tolerances of +/- 100 mm per profile bar shall be deemed contractual performance. Deviations in dimension and quality shall be deemed contractual performance insofar as they are considered permissible under DIN/EN standards or prevailing trade practice.

2.4 We retain ownership and copyright of all documents (in particular cost estimates, drawings, invoices and other contractual and delivery documents). They may only be made accessible to third parties with our express consent.

3. Prices

3.1 Unless expressly agreed otherwise, the following delivery terms apply (Incoterms 2020):

• Ocean freight: FOB or CFR
• Rail freight: FCA or CPT
• Truck delivery/pick-up: EXW ex works/warehouse

For deliveries to the USA or Canada, EXW is excluded.

All prices are exclusive of packaging, insurance, customs duties and other shipping costs as well as applicable value added tax, unless already included in the agreed delivery term.

3.2 Documents to be issued by us which we are not legally obligated to provide (mill certificates, etc.) shall be invoiced separately. The Buyer shall notify us of the documents required no later than with the order.

3.3 Stated transport costs assume ordinary shipping conditions and normal unobstructed transport conditions. Additional costs not attributable to us due to difficulties in shipping and transport conditions or due to the nature of the goods shall be borne by the Buyer; the same applies to dead freight.

3.4 We reserve the right to adjust prices if more than 4 months elapse between conclusion of the contract and the agreed delivery date; in such case, our price valid on the day of delivery shall apply.

4. Payment, Settlement, Due Date and Performance

4.1 Unless expressly agreed otherwise, all payments with discharging effect shall be made exclusively to the bank accounts of W-Engineering GmbH.

4.2 Order cheques or clearing cheques are not accepted as means of payment. We accept only wire transfers to the bank account described in Section 4.1, unless expressly agreed otherwise.

4.3 Payment is due without any deduction upon delivery or acceptance. The Buyer shall be in default without further notice 14 calendar days after delivery and invoicing. The date of receipt of payment shall be decisive for the payment date.

4.4 Any discounts, cash discounts or freight allowances granted shall be forfeited in the event of payment default by the Buyer (including payment default from other delivery relationships). If the Buyer is in default with any payment obligations to us, all outstanding claims shall become due immediately.

4.5 The Buyer may only offset against our claims or assert a right of retention if the Buyer's counterclaim is undisputed or a final and binding title exists; a right of retention may also only be asserted by the Buyer if it is based on claims from the same contractual relationship.

4.6 We are entitled to carry out or provide outstanding deliveries or services only against advance payment or provision of security if, after conclusion of the contract, circumstances become known to us which are likely to substantially reduce the creditworthiness of the Buyer and which jeopardize payment of our outstanding claims by the Buyer from the respective contractual relationship (including from other individual orders for which the same framework contract applies).

5. Delivery and Default

5.1 Delivery is made ex works or warehouse. At the request and expense of the Buyer, the goods will be shipped to another destination (sale involving carriage). Unless otherwise agreed, we are entitled to determine the method of shipment (in particular the transport company, shipping route, packaging, number of deliveries) ourselves. The material is delivered unpackaged and without rust protection.

Transport damage must be documented and claimed by the Buyer immediately against the carrier. Depending on the mode of transport, the applicable liability regimes apply (CMR for truck, Hague/Hague-Visby Rules for ocean freight, CIM for rail).

5.2 Delivery quantities from blanket orders are to be accepted at regular intervals over the term of the blanket order unless expressly agreed otherwise. Deviations of up to 30% above the theoretical average monthly acceptance quantity are permitted without further notice; greater deviations must be agreed with us. Remaining quantities still outstanding at the end of the term of a blanket order must be accepted in full at the end of the term. If they are not accepted, we may invoice them 4 weeks after the end of the term.

5.3 Delivery periods stated by us are non-binding unless expressly binding periods are stated in the written order confirmation. If shipment has been agreed, delivery periods and delivery dates refer to the time at which the purchased item leaves our works or warehouse.

5.4 Delivery periods begin on the date of our order confirmation, but not before complete clarification of all details of the order and provision of any required certificates. Delivery periods refer to the time of dispatch from works or warehouse. They shall be deemed to have been met upon notification of readiness for dispatch if the goods cannot be dispatched on time through no fault of our own.

5.5 Goods reported as ready for dispatch in accordance with the contract must be collected within 3 working days at the latest; otherwise we are entitled, at our discretion, to ship them at the Buyer's expense and risk or to store them at our discretion and charge storage costs. After setting a grace period of 14 days, we are also entitled to withdraw from the contract and demand damages for non-performance. In the latter case, we are entitled to demand 15% of the net delivery price as compensation. We reserve the right to claim demonstrably higher damages. The Buyer reserves the right to prove that we have suffered no damage or less damage.

5.6 Compliance with delivery periods by us presupposes that all commercial and technical questions between the contracting parties have been clarified and that the Buyer has fulfilled all obligations incumbent upon it, such as provision of the necessary official certificates or permits or payment of a down payment. If this is not the case, the delivery period shall be extended accordingly. This does not apply insofar as we are responsible for the delay.

5.7 We are not liable for impossibility of delivery or for delivery delays insofar as these are caused by force majeure (e.g. natural disasters, war, civil unrest) or other events unforeseeable at the time of conclusion of the contract (e.g. operational disruptions of all kinds, transport delays, strikes, lawful lockouts, shortage of labour, energy or raw materials, difficulties in obtaining necessary official permits, official measures or the failure, incorrect or untimely self-delivery) for which we are not responsible.

5.8 We are only entitled to make partial deliveries if the partial delivery is usable for the Buyer within the scope of the contractual intended purpose, delivery of the remaining ordered goods is ensured and the Buyer does not incur any significant additional effort or additional costs as a result.

5.9 If we are in default with a delivery or service or if a delivery or service becomes impossible for us, for whatever reason, our liability for damages shall be limited in accordance with Section 9 of these General Terms and Conditions of Sale and Delivery.

5.10 We do not take back transport and all other packaging in accordance with the Packaging Ordinance; they become the property of the Buyer.

6. Return of Delivered Goods

6.1 Materials may only be returned with our express consent, but no later than within 3 months of delivery. In any case, a prerequisite for return of goods is that the delivered item is still in perfect condition.

6.2 Custom-made products, processed material and goods not purchased from us are generally not accepted for return.

6.3 For our effort in accepting returned goods, we charge 20% of the value of the goods, but at least EUR 150.00. The passing on of additional supplier deductions is reserved. Costs incurred for return transport and disposal are charged at actual cost.

6.4 Returns of goods with a value of less than EUR 150.00 will not be credited.

6.5 For orders cancelled by the Buyer after placing the order that have not yet been processed or delivered, we charge EUR 80.00 in processing costs.

7. Retention of Title

7.1 All delivered goods remain our property (reserved goods) until fulfilment of all claims, regardless of legal grounds, including future or conditional claims, also from contracts concluded simultaneously or later (current account reservation). This also applies if payments are made on specifically designated claims.

7.2 The Buyer may only resell the reserved goods in the ordinary course of business under its normal terms and conditions and as long as it is not in default. It is not entitled to dispose of reserved goods in any other way. The Buyer hereby assigns to us in full by way of security the claims arising from the resale or any other legal grounds (in particular transfer of ownership to the end customer, insurance claim, tort) in respect of the reserved goods. In the case of sale of goods in which we have co-ownership shares pursuant to Section 7.5, the assignment of the claim applies in the amount of these co-ownership shares. The assignment is accepted by us.

7.3 We revocably authorize the Buyer to collect the claims assigned to us for its account in its own name. If the Buyer acts in breach of contract – in particular if it is in default with payment of a remuneration claim – we may demand that it disclose the assignment and provide us with the information and documents required for collection of the claim.

7.4 In the event of breaches of duty by the Buyer in breach of contract, in particular in the event of default of payment, we are entitled, after setting a reasonable deadline, to take back the reserved goods at the Buyer's expense. For this purpose, we have the right, after prior notice, to enter the Buyer's premises and take possession of the delivered goods. The taking back of the goods by us constitutes a withdrawal from the contract. After taking back the goods, we are entitled to realize them. The realization proceeds shall be credited against the Buyer's liability – less reasonable realization costs.

7.5 Processing or transformation of the reserved goods by the Buyer is always carried out for us. If the reserved goods are processed with other items that do not belong to us, we acquire co-ownership of the new item in the ratio of the value of the reserved goods (final invoice amount including value added tax) to the other processed items at the time of processing. In all other respects, the same applies to the item created by processing as to the reserved goods. If the reserved goods are inseparably combined or mixed with other items not belonging to us, we acquire co-ownership of the new item in the ratio of the value of the reserved goods (final invoice amount including value added tax) to the other combined or mixed items at the time of combination or mixing. If the reserved goods are combined or mixed in such a way that the Buyer's item is to be regarded as the main item, the Buyer and we hereby agree that the Buyer transfers co-ownership of this item to us pro rata. We accept this transfer. The Buyer shall hold the sole ownership or co-ownership of an item thus created in safekeeping for us.

7.6 The Buyer must notify us immediately of any seizure or other impairment by third parties.

8. Notice of Defects and Warranty

8.1 Claims for defects against us require fulfilment of the inspection and notification obligations incumbent on the Buyer under Section 377 of the German Commercial Code (HGB). In particular, the Buyer is obligated to inspect the external and internal properties of the goods relevant for the respective use immediately after delivery and to notify us of defects in the goods immediately. This also applies if an inspection certificate or other material certificate was supplied.

For bundled goods, a random inspection of the outer layer is sufficient. Hidden defects that only become apparent after unbundling must be reported immediately, but no later than within 14 calendar days after unbundling.

8.2 Unless expressly warranted in writing, we assume no liability for the suitability of the purchased item(s) for ordinary use or for their usual quality. References to standards, material data sheets or works inspection certificates as well as information on grades, dimensions, weights and usability are not warranties or guarantees, nor are declarations of conformity, manufacturer's declarations and corresponding marks such as CE and GS.

8.3 Insofar as the Buyer fails to inspect the relevant external and internal properties before installation or attachment in the event of installation or attachment of the goods, it acts with gross negligence within the meaning of Sections 439(3), 442(1) sentence 2 of the German Civil Code (BGB). In this case, the Buyer's rights in respect of defects relating to these properties shall only be considered if the defect in question was fraudulently concealed or a guarantee for the quality of the item was assumed.

8.4 If our deliveries or services prove to be defective and the Buyer has fulfilled its obligations to inspect the goods in a timely manner, we are obligated to remedy the defects at our discretion by rectifying the defect or delivering a replacement. We bear the expenses required for the purpose of subsequent performance. We point out that necessary expenses for removing the defective item and installing or attaching the repaired or delivered defect-free item ("removal and installation costs") are only those that relate to the removal and installation or attachment of identical products, were incurred on the basis of customary market conditions and are proven to us by the Buyer by submission of suitable evidence in text form. We do not assume expenses arising from the fact that the sold goods have been taken to a location other than the agreed place of performance.

8.5 Insofar as the expenses claimed by the Buyer for subsequent performance are disproportionate in individual cases, in particular in relation to the purchase price of the goods in a defect-free condition and taking into account the significance of the non-conformity, we are entitled to refuse reimbursement of these expenses. Disproportionality exists insofar as the expenses claimed, in particular for removal and installation costs, exceed 150% of the invoiced value of the goods or 200% of the defect-related reduction in value of the goods.

8.6 There is no obligation to reimburse costs incurred by the Buyer for self-remedy of a defect without the legal requirements being met. The same applies to removal and installation costs insofar as the goods delivered by us were no longer present in their original material property at the time of installation or a new product was manufactured from the delivered goods before installation.

8.7 We are entitled to make the owed subsequent performance conditional on the Buyer paying the due purchase price. However, the Buyer is entitled to retain a portion of the purchase price that is reasonable in relation to the defect.

8.8 If subsequent performance fails twice, the Buyer may reduce the purchase price (reduction) or withdraw from the contract. However, there is no right of withdrawal in the case of an insignificant defect. In addition, the Buyer may claim damages in accordance with the provisions in Section 9. Further claims for defects are excluded.

8.9 The limitation period for claims for defects is – except in cases of fraud and subject to Section 9.5 – 12 months, calculated from delivery or, insofar as acceptance is required, from acceptance.

9. Damages

9.1 For a breach of material contractual obligations attributable to us, i.e. contractual obligations whose fulfilment characterizes the contract and makes its proper performance possible in the first place, we are liable in accordance with the statutory provisions unless otherwise agreed below. For all other breaches of duty, we are only liable if damage was caused intentionally or through gross negligence by one of our legal representatives or by a senior vicarious agent.

9.2 Insofar as we are not guilty of intentional conduct, we are only liable for the typically occurring foreseeable damage.

9.3 Liability under the Product Liability Act remains unaffected; this also applies to liability for culpable injury to life, body or health.

9.4 Unless otherwise provided above, claims for damages against us arising from breaches of duty are excluded.

9.5 Claims for damages pursuant to Sections 9.1 to 9.3 above shall become statute-barred within the statutory limitation periods.

9.6 The limitation of liability in this Section 9 also applies to our employees.

9.7 Our liability for consequential damages caused by defects is excluded.

10. Information and Technical Advice

Our information and recommendations are provided without obligation and with exclusion of any liability, unless we have expressly committed in writing to provide information and recommendations. The Buyer must determine in its own test series whether a product is also suitable for the Buyer's special applications. Our information and advice do not constitute a warranty of quality for our products.

11. Governing Law, Dispute Resolution, Place of Performance

11.1 The place of performance for both our obligations and those of the Buyer shall be our registered office, unless otherwise specified or unless the nature of the obligation requires a different place of performance.

11.2 German law shall apply, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

11.3 If the Buyer is domiciled in a Member State of the European Union or the European Economic Area, the exclusive place of jurisdiction for all disputes arising from the business relationship shall be Munich, Germany. We shall also be entitled to assert claims at the Buyer's general place of jurisdiction.

11.4 If the Buyer is domiciled outside the European Union and the European Economic Area, all disputes arising out of or in connection with this contract shall be finally settled in accordance with the Arbitration Rules of the German Institution of Arbitration e.V. (DIS) to the exclusion of recourse to the ordinary courts. The arbitral tribunal shall consist of a sole arbitrator. The place of arbitration shall be Munich, Germany. The language of the arbitration proceedings shall be English.

11.5 Contracts concluded under these General Terms and Conditions of Sale and Delivery shall remain binding in all other parts even if individual provisions are invalid.

12. Consignment Goods

12.1 Where we deliver goods on a consignment basis, the provisions of a separate consignment agreement shall take precedence. In the absence of a separate consignment agreement, the following provisions shall apply.

12.2 The consignee is obligated to provide us with written information upon request without delay, but no later than within 10 business days, regarding consignment goods sold since the last report (quantity), current inventory and exact storage locations.

12.3 We are entitled to terminate the consignment relationship at any time with 30 days' notice to the end of a calendar quarter. Upon termination, the consignee is obligated to return the consignment goods at its own expense to a location designated by us within the consignee's country within 60 days. If the goods are not returned within this period, the consignee shall be deemed to have purchased the goods at the purchase price stated in the invoice. Payment shall be due 30 days after expiry of the return period.

12.4 If a request pursuant to Section 12.2 remains unanswered for more than 10 business days, we are entitled to terminate the consignment relationship with immediate effect. In this case, all consignment goods held by the consignee shall be deemed sold to the consignee. The purchase price stated in the invoice shall apply. Payment shall be due 30 days after receipt of our conversion notice.

12.5 Title to the consignment goods shall remain with us until payment in full. Section 7 (Retention of Title) shall apply accordingly.