General Terms and Conditions of ILS Speth GmbH

1. Exclusive Applicability and Acceptance of Our General Terms and Conditions

1.1 All of our offers are based on our General Terms and Conditions. The purchaser’s general terms and conditions, any provisions of the purchaser that deviate from our General Terms and Conditions, or other agreements shall only form part of the contract and be binding on us if we expressly accept them in writing.

1.2 By placing an order or accepting services, the purchaser acknowledges the applicability of our General Terms and Conditions not only for the transaction in question but also for all future transactions within the frame of an ongoing business relationship. To the extent that we issue new General Terms and Conditions within the frame of these ongoing business relationships, those terms and conditions shall apply from that point forward.

2. Offers – Collateral Agreements – Contractual Content – Offer Documents

2.1 Our offers are to be understood as an invitation to enter into a contract and are subject to change in the sense that a contract is not concluded until we confirm the order in writing.

2.2 Side agreements regarding our offers and order confirmations, as well as agreements with our sales representatives, require our written confirmation to be valid.

2.3 In cases of doubt, our written order confirmation shall be exclusively decisive for the content of the contract.

2.4 Any documents attached to our offers (catalogs, price lists, drawings, sketches, samples, dimensions, and weight specifications, etc.) shall only be deemed an agreement regarding the quality of our goods if we expressly confirm this in writing.

2.5 We reserve all ownership rights, copyrights, and all other intellectual property rights to which we are entitled with respect to these documents. They may not be made available to third parties and must be returned immediately and in full upon request or, if the order is not placed with us, without delay.

2.6 Order confirmations generated electronically are binding even without a signature.

3. Prices and Payment

3.1 Our prices are net prices. Unless otherwise agreed, they apply to delivery ex works, excluding freight and packaging, as well as to all services, excluding insurance and sales tax. We will in any case charge the statutory sales tax at the rate applicable on the date of performance.

3.2 For orders scheduled for delivery more than four months after the contract is concluded, if our purchase prices and/or the wage and salary rates applicable to us increase by the time the order is fulfilled, we may charge a price increased proportionally in accordance with the percentage share of the purchase price and/or labor costs in the agreed price. We will, if possible, give prior written notice of any impending price increases exceeding 5% of the agreed-upon net price (purchase price; labor costs). If our customer receives such a written notice of a price adjustment exceeding 5%, they may cancel the order on the condition that any preliminary work performed by us up to the receipt of the cancellation must be accepted and paid for in the amount of the price adjustment, provided that this adjustment does not exceed 10% of the originally agreed-upon price.

3.3 We reserve the right to exceed or fall short of the agreed quantities by up to 10% due to production-related factors and to invoice the resulting price increase or reduction, provided this is reasonable for the customer. The contracting party will be notified in advance of any such excess or shortfall in quantities, provided these were foreseeable within the scope of the production process.

3.4 Unless otherwise agreed, our services are payable immediately upon receipt of the invoice without any deductions. Our field sales representatives are not authorized to accept payments. Any cash discount commitments to be agreed upon separately in the order confirmation apply only if the customer is not in arrears with payment for previous services. In all other respects, the terms of payment specified in the offer or in the order confirmation shall apply. Default shall occur 30 days after the customer receives the invoice, without the need for a further reminder.

3.5 If, after the conclusion of the contract, we become aware of circumstances that cast doubt on the customer’s creditworthiness, we may, at our discretion, demand payment in advance or the provision of security. The same applies if the customer fails to meet a payment obligation owed to us by the due date and thereby falls into default. If any of these cases occurs, all of our claims against the customer, including those arising from other transactions, shall become due immediately; to the extent that we have accepted bills of exchange that are not yet due, we may demand immediate payment in exchange for the return of the bills of exchange.

3.6 If the buyer fails to pay by the due date, we are entitled to charge interest at a rate of 5% per annum from the due date. This does not apply in the event of default. In the event of a delay in payment, the buyer is obligated, in accordance with statutory provisions, to compensate us for all damages incurred as a result (this includes, in particular, interest for the duration of the delay at a rate of 8 percentage points above the base interest rate—provided no consumer is involved in the legal transaction—subject to our proof of higher interest-related damages, the costs necessary for legal action, and costs for reminders issued by us, which are estimated at a flat rate of €30.00 per reminder). If the customer pays within 30 days of receiving the invoice (or upon receipt of payment), no interest or additional costs shall be incurred.

3.7 To the extent that we accept checks or bills of exchange, this is always done only on account of performance, but not in lieu of performance. In such cases, we are not responsible for timely presentation or protest. The costs of discounting and collection shall be borne by the customer; the customer must reimburse these amounts immediately upon request.

3.8 The customer is not entitled to set off against our payment claims or to exercise a right of retention with respect to amounts due. This does not apply to set-off against undisputed or legally established claims, nor to the exercise of a right of retention pending the fulfillment of such claims.

3.9 In the event of an incorrect order and the return of the entire order or individual parts, a processing fee of €50.00 net shall be due.

4. Performance Deadlines and Dates

4.1 Deadlines and dates agreed upon for our services are approximate only, unless they are expressly designated as binding in writing.

4.2 A performance period defined solely by its duration begins at the end of the day on which full agreement is reached on all details of the order’s content, at the earliest upon our acceptance of the order, but not before the customer has provided the necessary documents, approvals, and clearances, and not before receipt of any down payment to be made by the customer.

Section 2.1 remains unaffected by this.

4.3 A delivery period or delivery date shall be deemed met if the goods—or, in cases where the goods cannot or are not to be shipped, the notification of our readiness to deliver—have left our factory or sales warehouse by the end of the period.

4.4 If performance is delayed due to circumstances beyond our control (e.g., war, mobilization, fire, flood, strike, lockout, confiscation, embargo, prohibition on foreign exchange transfers, insurrection, general shortage of supplies, restrictions on energy consumption, operational disruptions, etc.—this list is not exhaustive—the performance period shall be extended or the performance date postponed by the duration of the hindrance; this also applies to delays resulting from our failure to receive proper or timely deliveries through no fault of our own. We shall notify the purchaser of such impediments in writing without delay. If such circumstances arise after we have fallen into default, the consequences of default shall be excluded for the duration of their effect.

4.5 If we are in default with a performance, the purchaser may withdraw from the contract if it has set us a grace period in writing that is reasonable in light of the subject matter of the order and if the performance specified in Section 4.3 has not been rendered within this grace period.

4.6 The customer may not assert any claims for damages against us arising from the failure to meet a performance deadline or date, or from a delay in performance, unless such failure is due to willful misconduct or gross negligence on the part of one of our legal representatives or one of our vicarious agents. The extent of our liability for damages resulting from delay is determined in accordance with Section 8.7, which applies here accordingly.

4.7 If delivery of the goods is delayed at the purchaser’s request, we may, one month after sending notice of our readiness to deliver, charge storage fees amounting to 0.5% of the net invoice amount for each month or portion thereof that the delay continues.

4.8 If the buyer is in default of acceptance or breaches other obligations to cooperate, we may demand compensation for the damages incurred as a result and, after setting a grace period of at least one month from the onset of the default of acceptance or the first occurrence of the breach of the obligation to cooperate, and issuing a corresponding warning, we may dispose of the goods at our discretion.

4.9 We are entitled to make partial deliveries and to invoice each partial delivery separately.

5. Insurance – Shipping – Transfer of Risk – Return of Packaging

5.1 We will insure shipments of goods, upon request and at the purchaser’s expense, against standard transport risks, except for international shipments, shipments via freight forwarders, or shipments using our own vehicles and pickups.

5.2 Unless we receive specific shipping instructions, we will ship the goods via the most cost-effective shipping method at our discretion. The goods are shipped at the purchaser’s expense and risk.

5.3 The risk of loss or deterioration of the goods for which we are not responsible passes to the purchaser upon loading at our plant or, if the goods cannot or are not to be shipped, upon dispatch of the notice of our readiness to deliver. The goods shall be deemed delivered if the goods themselves—or, in cases where the goods cannot or are not to be shipped, the notice of our readiness to deliver—have left our factory or sales warehouse by the end of the specified period. We hereby assign to the purchaser any claims for compensation against the carrier arising from the loss of or deterioration in the goods for which we are not responsible after their loading at our plant, provided that the purchaser has fulfilled its obligations toward us, in particular its obligation to pay.

5.4 To the extent that we are obligated under the Packaging Ordinance to take back packaging, the purchaser shall bear the costs for the return transport of the packaging used.

5.5 We will send security certificates and additions to locking systems by certified mail only if the purchaser expressly requests this.

6. Tools – Custom Parts

6.1 The customer must deliver, free of charge, any tools, fixtures, models, assembly parts, and the like that it is contractually obligated to provide by the agreed-upon date. The necessary details for this are set forth in the respective contract concluded between ILS Speth GmbH and its contractual partners.

6.2 Tooling costs incurred for the manufacture of special parts are, as a general rule, billed separately from the value of the goods. The specific tooling costs are stated in the order confirmation. However, ILS Speth GmbH and the customer may enter into a separate contract for the manufacture of tools based on these General Terms and Conditions. The tooling costs are then to be paid in accordance with this separate contract. Payment of a share of the costs does not entitle the purchaser to the return of the tools. They remain our property and in our possession. We undertake to store the tools for a period of one year following the last delivery. If the purchaser notifies us in writing before the expiration of this period that another order will be placed within the following six months, the storage period shall be extended by an additional year. Upon expiration of the storage period, the purchaser may acquire the tools at market-standard terms. If the purchaser does not acquire the tools, ILS Speth GmbH may demand market-standard compensation from the purchaser for the storage of the tools.

7. Retention of Title

7.1 The goods delivered by us remain our property until all our claims arising from the business relationship with the customer have been settled in full, even if such claims have been included in a running account. In the case of bills of exchange and checks, our claim for which we have accepted the bill of exchange or check shall not be deemed settled until it has been honored and the protest periods have expired.

7.2 If, as a result of combining the goods we have delivered with the purchaser’s goods, we do not acquire co-ownership but instead lose our ownership, the purchaser’s ownership or co-ownership of the new item shall pass to us immediately upon its creation. The purchaser hereby assigns to us in advance all (co-)ownership rights and rights of expectancy that could lead to such an acquisition of ownership or co-ownership by the purchaser. We hereby accept this assignment. Any transfer of possession that may be necessary for us to acquire ownership or co-ownership is replaced by the agreement that the purchaser shall hold the item in safekeeping for us as a bailee, or, if the purchaser does not possess the item, by the assignment to us of the claim for return against the possessor, as already agreed herein. The ownership or co-ownership accruing to us shall be treated legally in the same manner as the original goods.

7.3 All claims of the purchaser arising from the resale of goods in which we hold ownership or co-ownership (reserved goods) shall pass to us upon conclusion of the sale transaction, regardless of whether the goods are sold to one or more buyers. We hereby accept this assignment. In the event that the sold goods are not solely owned by us or are sold together with goods not owned by us, the assignment shall cover the counterclaim only up to the invoice value of our goods. Upon request, the buyer is obligated to promptly provide us with the names and addresses of its customers, as well as the details and amounts of each individual invoice relating to the resale of goods subject to retention of title. The buyer may collect the assigned claims. We may revoke this authorization if the purchaser fails to fulfill an obligation owed to us on time or if we become aware of circumstances that appear to jeopardize our rights.

7.4 If the buyer is in default, in whole or in part, on the fulfillment of an obligation secured by the retention of title, or if we become aware of circumstances that appear to jeopardize our rights, we may demand the return of the goods subject to retention of title without first having declared our withdrawal from the purchase contract pursuant to § 449 BGB or having set a deadline for fulfillment of the payment obligation. The continued existence of the contractual relationship between us and the purchaser and the purchaser’s resulting obligations toward us remain unaffected by such a demand and by the surrender of the goods.

7.5 Upon the purchaser’s request, we undertake to release, at our discretion, the security to which we are entitled under the above provisions (goods and receivables) to the extent that their value exceeds the claims to be secured by more than 20%. The realizable value (security value) of the collateral shall be decisive for its valuation.

7.6 If our retention of title loses its validity due to deliveries abroad or for other reasons, the purchaser is obligated to immediately provide us with a security interest in the delivered items or other security for our claims that is effective under the law applicable at the purchaser’s place of business and that comes as close as possible to the retention of title under German law.

8. Liability for Material Defects

8.1 We are liable for defects in the goods that existed at the time of transfer of risk and that occur within two years from the date of delivery as specified in Section 5.3, provided that wear-and-tear parts are not involved. Warranty claims expire one year after delivery in accordance with Section 5.3. This does not apply if our goods are used in a structure within the meaning of Section 438(1)(2)(b) of the German Civil Code (BGB); in this case, the statute of limitations is 5 years from the aforementioned date. Section 377 of the German Commercial Code (HGB) remains unaffected.

8.2 We are not liable for defects resulting from documents submitted or approved by the purchaser (drawings, samples, test materials, software, etc.), or for damages caused by unsuitable or improper use, natural wear and tear, or faulty or negligent handling. Part and quality specifications, as well as technical and commercial descriptions, shall only be deemed an agreement and/or an agreement regarding quality if they are expressly designated as such in writing. Warranty statements require a separate written agreement to be valid.

8.3 To the extent that parts we have procured from a supplier prove to be defective, we shall only be liable on a subsidiary basis. We may discharge ourselves from our warranty obligation by assigning our warranty claims against upstream suppliers to the purchaser. However, this does not apply to the extent that these rights are subordinate to the rights to which the purchaser is entitled against us.

8.4 If our goods are defective, we shall provide subsequent performance at our discretion and at our expense. Subsequent performance shall be deemed to have failed if either we expressly confirm the failure or if the third attempt at subsequent performance is also unsuccessful. If subsequent performance fails a third time, the purchaser shall be entitled to rescind the contract or to reduce the purchase price. If the customer does not exercise this right of choice within 14 days after the failure of the third attempt at subsequent performance, the customer shall only be entitled to a reduction in the agreed contract price.

8.5 Defects in a part of our services do not entitle the customer to reject the service as a whole, unless the customer can demonstrate that they have no interest in the partial service. A deviation of up to 10% between the agreed quantity and the quantity delivered—short or excess deliveries—constitutes a minor breach of obligation. A short delivery entitles us to make a subsequent delivery.

If the subsequent delivery fails, the purchaser is entitled to a price reduction. The preceding sentences 2 through 4 do not apply if, within the frame of Section 3.3, reduced prices were charged for under-deliveries and higher prices for over-deliveries and these were paid by the contracting party, or if reduced prices were granted for under-deliveries.

8.6 Our warranty obligation is contingent upon the purchaser notifying us in writing of the defect immediately upon its discovery. In all other respects, § 377 HGB applies.

8.7 Unless otherwise provided below, we shall be liable for damages arising from a breach of contractual or non-contractual obligations, or obligations arising during contract negotiations, only in cases of intent or gross negligence on our part, on the part of our legal representatives, or on the part of our vicarious agents, or for serious organizational fault on our part, subject to the provisions set forth below.

8.7.1. Specifically, the following applies:

a) For all transactions, in the event of a culpable breach of material contractual obligations (cardinal obligations), we shall be liable only for foreseeable damages typical for this type of contract.

b) Liability for property damage is limited to a total amount of €10,000,000.00.

c) Liability for economic losses is excluded, unless there is gross negligence or intentional conduct on our part or on the part of our legal representatives or vicarious agents, or a serious organizational fault on our part. Claims arising from bodily injury or harm to health do not constitute economic losses within the meaning of the preceding sentence.

d) With regard to our liability toward our contractual partners who are merchants within the meaning of the German Commercial Code (HGB) or entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), we shall also not be liable for gross negligence on our part, on the part of our legal representatives, or on the part of our vicarious agents, provided that such negligence does not relate to a breach of a material contractual obligation and the contractual partner’s damage was covered by its own appropriate insurance. We assume no liability for operational disruptions resulting from defects or flaws in our products, unless such disruptions can be proven to be attributable to gross negligence or willful misconduct on our part. Likewise, we assume no liability for consequences resulting from the operation of our products or arising from an incorrect product selection (in particular, the objective unsuitability of our products for the purpose intended by the purchaser). Liability for unforeseeable or non-typical contractual defects and consequential damages arising from such defects is also excluded.

8.7.2. Our liability in the context of a contractor’s recourse claim pursuant to § 478 of the German Civil Code (BGB) is limited to €10,000,000.00.

8.7.3. The foregoing exclusions and limitations of liability do not apply to claims for damages arising from injury to life, body, or health. Claims under the Product Liability Act and arising from tort are likewise unaffected by this provision. The same applies to claims arising from a lack of agreed quality, failure to comply with a separately agreed warranty, or fraudulent misrepresentation.

8.8 Our warranty obligation expires if the goods are modified by a third party.

Furthermore, our warranty obligation expires if the customer fails to follow our instructions for use. Section

8.7 remains unaffected.

9. Returns

Returns due to incorrect orders will be charged at 5% of the value of the goods, with a minimum charge of €50.

10. Right of Withdrawal

We reserve the right to withdraw from the contract if its performance encounters technical difficulties that are insurmountable or whose resolution would require an effort that is disproportionately high compared to the value of the services we are to provide, or if we become aware of circumstances that cast doubt on the purchaser’s creditworthiness.

11. Patents – Design Protection

The purchaser warrants that the use of the samples and drawings provided to us by the purchaser does not infringe the rights of third parties. If a third party asserts claims against us based on samples and drawings provided to us by the purchaser under copyright, competition, or trademark law, the purchaser undertakes to indemnify us against such third-party claims.

12. Place of Performance – Jurisdiction – Governing Law

12.1 The place of performance for all obligations arising from the contractual relationship is Wuppertal.

12.2 The exclusive venue for all disputes arising out of or in connection with the contract, including proceedings involving bills of exchange and checks, is Wuppertal. However, we reserve the right to sue the purchaser in any other court of competent jurisdiction applicable to the purchaser. If the purchaser is not a registered merchant, a legal entity under public law, or a special fund under public law, but has a general place of jurisdiction within Germany, these provisions shall apply in the event that the purchaser relocates its registered office or habitual residence outside the Federal Republic of Germany after the conclusion of the contract, or if its registered office or habitual residence is unknown at the time the action is filed.

12.3 The contractual relationship is governed by the laws of the Federal Republic of Germany; the contract language is German. The CISG does not apply to this contract.

13. Partial Invalidity

Should any individual provisions of these General Terms and Conditions be or become invalid for any reason, the validity of the remaining provisions shall remain unaffected.