Terms and Conditions

§ 1 Scope of application

These General Terms and Conditions (hereinafter: “GTC”) apply to all transactions (sales, deliveries, services) with our customers (hereinafter: “Customer”). We recognise conflicting, supplementary or deviating terms and conditions of the Customer only if we expressly agree to their application in writing. These General Terms and Conditions also apply to all future transactions with the Customer, even if they are not expressly agreed again. These GTC are directed exclusively at entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB) as well as at legal persons under public law and special funds under public law. Consumers within the meaning of Section 13 BGB are excluded from their scope.

§ 2 Conclusion of contract, contents of the contract and amendments

(1) Unless the offer states otherwise, all our offers are subject to change. Where offers are prepared on the basis of information provided by the Customer or by third parties commissioned by the Customer (e.g. agencies) and/or on the basis of documents made available by the respective exhibition management, we accept no liability for the accuracy of the information and documents received, unless their incorrectness or unsuitability is not recognised intentionally or through gross negligence.

(2) The contract is concluded upon our order confirmation in text form. Individual agreements made in a particular case (including ancillary agreements, additional orders and amendments to the contract) take precedence over these GTC. Oral agreements, additional orders and/or amendments to the contract, including these GTC and this provision, should be confirmed in text form for evidentiary purposes; their validity does not depend on compliance with text form, provided they are individual agreements. The contracting party bears the burden of presentation and proof regarding the content and scope of such agreements.

(3) Statements made by us regarding the subject matter of the delivery or service (e.g. technical specifications, performance data, possible applications, compatibilities, functions and other properties) as well as representations thereof (e.g. drawings, illustrations, product descriptions, presentations and other documents) do not constitute an agreement on quality, but merely serve to describe or identify the delivery or service, unless they are expressly agreed as binding. Public statements by us or by third parties, in particular in advertising or other public representations, likewise do not constitute an agreement on quality. Deviations from the agreed specifications or other properties of the delivery or service that are customary in the trade or technically necessary, in particular due to legal requirements or technical developments, as well as the replacement of components by equivalent parts, are permissible provided that usability for the contractually intended purpose is not impaired.

§ 3 Prices

(1) All prices are net prices and are payable plus the applicable statutory value added tax. All prices are ex works or ex dispatch warehouse and do not include packaging, freight, postage, insurance, etc., nor, in the case of export deliveries, customs duties, fees and other public charges. Unless expressly listed in the offer, the prices stated in the offer also do not include rent for stand space or the effort and costs for deliveries and services that must be obtained from the exhibition management or from third parties commissioned by them (e.g. forwarding services on the exhibition grounds, handling of empties, waste disposal). These expenses and costs are to be remunerated separately by the Customer against evidence provided by us.

(2) If the start, progress or completion of the commissioned work is delayed for reasons for which we are not responsible (e.g. transport delays, inadequate service by the exhibition management), we are not responsible for this. If, at the Customer’s request, we carry out services not estimated in the offer, or if we incur additional expenditure in the course of carrying out the commissioned work as a result of incorrect information provided by the Customer or by third parties commissioned by the Customer (e.g. agencies) or by the exhibition management, as a result of transport delays for which we are not at fault, inadequate hall and floor conditions, or preliminary work by third parties that is not carried out on time or professionally, insofar as those third parties are not our vicarious agents, we are entitled to invoice the Customer separately for the additional expenditure incurred at the rates then applicable at our company or at the customary rates.

(3) We reserve the right to adjust agreed prices for deliveries or services not yet rendered appropriately if, after conclusion of the contract, unforeseeable changes in cost factors occur (in particular material, energy, transport or personnel costs as well as exchange rates) and these materially affect the basis of our calculation.

(4) If an order is cancelled by the Customer, this requires our consent. In that case we are entitled to charge the expenditure incurred, but at least a flat rate of 25% of the net order value, unless the Customer proves that the loss was lower.

§ 4 Terms of payment

Unless otherwise agreed, invoice amounts are due for payment immediately upon receipt of the invoice. Deductions of any kind (e.g. discounts for early payment) are not granted. We are entitled to issue interim invoices and to demand partial payments. Unless expressly agreed otherwise, 50% of the contract sum is payable upon placement of the order and 50% upon acceptance/handover. Decisive for the timeliness of payment is the crediting of the full invoice amount to the account stated on the invoice.

§ 5 Set-off, retention, assignment

The Customer may set off only against undisputed counterclaims or counterclaims established by a final and binding court decision. The Customer is entitled to exercise a right of retention only insofar as its counterclaim arises from the same contractual relationship. The Customer’s rights under the contractual relationship may be transferred only with our prior consent.

§ 6 Delivery

(1) The date of performance and delivery is the date stated in the order confirmation. In the event of changes to the order after the order confirmation has been issued, the dates of performance and delivery stated in the original order confirmation become void and must be agreed anew by the parties.

(2) Our compliance with the obligation to deliver and perform presupposes the timely and proper fulfilment of the Customer’s obligations. The defence of non-performance of the contract is reserved. If the Customer is in default of acceptance or culpably breaches other duties to cooperate, we are entitled to demand compensation for the loss incurred by us in this respect, including any additional expenditure. Further claims are reserved.

(3) If disruptions to business operations occur for which we or our upstream suppliers or subcontractors are not responsible, in particular strikes and lock-outs as well as cases of force majeure based on an unforeseeable event for which no party is at fault, the periods for performance and delivery are extended accordingly. If performance of the contract becomes impossible as a result of the disruptions referred to, both contracting parties are entitled to withdraw from the contract. In that case we are entitled to remuneration for the services rendered up to that point, whereby the services rendered also include services or claims of third parties that we commissioned for the purpose of, and in reliance on, the performance of the contract. Further claims of the parties, in particular claims for damages, are excluded unless mandatory liability applies for injury to life, body or health, in the event of intentional or grossly negligent breach of duty, or in the event of a breach of material contractual obligations. In the latter case, liability is limited to the foreseeable loss typical of the contract.

§ 7 Freight and packaging, passing of risk

(1) If products or delivery items are dispatched by us, this is done at the Customer’s cost and risk unless otherwise agreed. Packaging requested by the Customer or considered necessary by us is invoiced to the Customer separately. The same applies to the Customer’s shipments and exhibits. Parts of the Customer that are to be used in manufacture or assembly must be delivered free works or free assembly site on the agreed date. Unless otherwise agreed, such parts are returned carriage forward ex works or ex place of use at the Customer’s risk.

(2) Upon dispatch, at the latest upon handover to the forwarding agent, carrier or other third party designated to carry out the shipment, the risk of accidental loss or accidental deterioration of the products or delivery items passes to the Customer. This also applies to partial deliveries and irrespective of whether dispatch takes place from the place of performance or who bears the freight costs. This does not affect our liability under § 10 for damage based on an intentional or grossly negligent breach of duty or on a breach of material contractual obligations.

(3) If products or delivery items that are ready for dispatch cannot be delivered for reasons for which the Customer is responsible, the risk passes to the Customer on the day on which they are ready for dispatch.

§ 8 Acceptance/handover

(1) Inspection and acceptance or handover of the services rendered by us must be carried out by the Customer without undue delay after completion or delivery, unless another period has been agreed. Defects identified during the inspection period must be notified to us without undue delay in text form.

(2) Any partial services still outstanding, or defects duly notified upon acceptance, will be made up or remedied by us within a reasonable period. Defects or missing partial services that only insignificantly impair the use and function of the commissioned service do not entitle the Customer to refuse acceptance.

(3) The service is deemed to have been accepted

– if the Customer does not refuse acceptance within the inspection period stating at least one material defect described in a comprehensible manner, after we have requested acceptance setting a reasonable period;

– if the Customer uses the service after expiry of the inspection period for purposes other than inspection without giving notice of material defects;

– upon payment in full, unless the Customer has previously refused acceptance with justification; or

– if the Customer does not carry out acceptance within a reasonable period set by us, although obliged to do so, and we have pointed out to the Customer, when setting the period, the consequences of a failure to accept or of late acceptance (deemed acceptance).

(4) We are entitled to demand partial acceptance for self-contained parts of the services.

§ 9 Warranty

(1) As a rule, the Customer may initially only demand subsequent performance in the form of rectification within a reasonable period. We have the right to choose between rectifying the service and providing a replacement. If subsequent performance fails, the Customer may withdraw from the contract or reduce the remuneration.

(2) No claims for defects exist in the case of defects that only insignificantly impair the use and function of the commissioned service, nor in the case of defects arising at the Customer’s premises as a result of natural wear and tear, moisture, strong heating, improper handling or improper storage. Likewise, liability for defects does not extend to minor deviations in the shape, dimensions, colour and quality of the material used.

(3) The Customer is obliged to notify us of defects without undue delay in a comprehensible and sufficiently detailed form in text form and to give us the opportunity to make the corresponding findings. If notice of defects is given late, or if the Customer has not raised reservations regarding known defects upon acceptance, the Customer is no longer entitled to warranty rights in respect of those defects, unless we fraudulently concealed the defect. In addition, the duty to inspect and give notice of defects pursuant to Section 377 of the German Commercial Code (HGB) applies to merchants. Liability for defects also lapses if the Customer itself makes changes to the services rendered by us or makes it difficult or impossible for us to identify and remedy the defects. Any claims of the Customer under § 10 remain unaffected.

§ 10 Liability

(1) Claims by the Customer for compensation for indirect damage, in particular loss of profit, savings not realised and other consequential damage caused by defects, are excluded unless the damage was caused intentionally or by gross negligence. In the case of ordinary negligence, we are liable only in the event of a breach of a material contractual obligation, the fulfilment of which is essential to the proper performance of the contract in the first place and on the observance of which the Customer may regularly rely. In that case, liability is limited to the foreseeable loss typical of the contract. The limitation of liability applies to the same extent to vicarious agents and persons employed by us in performing our obligations. Claims for damages arising from injury to life, body or health, as well as claims under the German Product Liability Act, remain unaffected by this exclusion.

(2) We are not liable for exhibits or other items belonging to the Customer unless we breach our duties of care intentionally or through gross negligence, or a material contractual obligation is concerned. No liability is accepted for the realisation of designs and plans that are not implemented by us ourselves.

(3) The Customer is liable for all items, including tools and assembly accessories, made available to it by us on loan or on hire, in the amount of the restoration costs or, in the event of loss, destruction or irreparable damage, in the amount of the replacement value; any contributory fault on our part will be taken into account appropriately.

(4) In all other respects, claims for damages by the Customer are excluded, on whatever legal grounds. The above limitations of liability apply accordingly to claims for compensation for futile expenditure. They apply to all contractual and statutory claims unless expressly provided otherwise in these GTC.

§ 11 Insurance

It is the Customer’s responsibility to insure its exhibits, even if these have been handed over to us for transport. The Customer must provide evidence of adequate insurance cover for its exhibits upon request. We accept no liability for any damage or loss unless liability arises under § 10, in particular because the damage or loss is attributable to intentional or grossly negligent conduct or to a breach of material contractual obligations.

§ 12 Creditworthiness

A prerequisite for our obligation to perform is the Customer’s creditworthiness. If the Customer has provided incorrect or incomplete information about itself or about the facts determining its creditworthiness, or has suspended payments, or if insolvency proceedings have been opened over its assets or an application for such proceedings has been filed, we are entitled to refuse performance and to demand advance payment or other suitable security for our claim to remuneration. If the Customer does not comply with this demand within a reasonable period, we are entitled to terminate the contract for good cause or to withdraw from it and to claim damages.

§ 13 Retention of title

All products and delivery items remain our property until all obligations arising from the contractual relationship between the parties have been fulfilled in full. For as long as title has not passed to the Customer, the Customer is obliged to treat the products and delivery items with care. We are entitled to take back the products and delivery items if the Customer acts in breach of contract. Without our express consent in text form, the Customer is not entitled to resell the goods subject to retention of title or to process or treat them in any way. Irrespective of this, the Customer hereby assigns to us claims arising from a resale of the goods subject to retention of title in the amount of the remuneration agreed with us; we hereby accept this assignment.

§ 14 Intellectual property rights

(1) All plans, designs and drawings, production and assembly documents and other documents and aids made available to the Customer remain our property, together with all copyright and other intellectual property rights, even if they have been handed over to the Customer. Any transfer of ownership and rights of use requires an express written agreement. Changes to plans, designs, etc. may be made only by us. We are entitled at all times to sign our designs, plans, etc. and to use them for advertising purposes.

(2) Where orders are carried out on the basis of designs, plans or drawings specified by the Customer, or using materials handed over by the Customer for the production of the contractual item, the Customer warrants that the production and delivery of the work carried out in accordance with its documents does not infringe the intellectual property rights of third parties. We are not obliged to check whether the documents and materials provided by the Customer infringe the intellectual property rights of third parties. The Customer undertakes to indemnify us against all claims for damages by third parties and to compensate us for any loss we incur as a result of an infringement of intellectual property rights. Further statutory claims remain unaffected.

§ 15 Place of performance, choice of law, place of jurisdiction

(1) The place of performance is our registered office in Hochheim am Main.

(2) These GTC and the contractual relationship between us and the Customer are governed by the law of the Federal Republic of Germany, excluding private international law and the UN Convention on Contracts for the International Sale of Goods (CISG).

(3) If the Customer is a merchant within the meaning of the German Commercial Code, a legal person under public law or a special fund under public law, the exclusive place of jurisdiction, including internationally, for all disputes arising from or in connection with the contractual relationship is our registered office in Hochheim am Main. However, we are also entitled in all cases to bring an action at the Customer’s general place of jurisdiction. Overriding statutory provisions, in particular on exclusive jurisdiction, remain unaffected.

§ 16 Severability clause

Should individual provisions of the contract or of these GTC be or become invalid or unenforceable in whole or in part, this does not affect the validity of all other provisions (Section 306 BGB). Invalid or unenforceable provisions are to be replaced by provisions that come closest, in a legally permissible manner, to the economic purpose of the invalid provision. The same applies to any gaps in the contract.

Hochheim am Main, May 2026

General Terms and Conditions of Purchase (GTCP)

§ 1 General provisions, scope of application

(1) These General Terms and Conditions of Purchase (hereinafter: “GTCP”) apply to all business relationships with our business partners and suppliers (hereinafter: “Seller”). These GTCP are directed exclusively at entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB) as well as at legal persons under public law and special funds under public law. Consumers within the meaning of Section 13 BGB are excluded from their scope.

(2) The GTCP apply in particular to contracts for the sale and/or delivery of movable goods (“Goods”) to us, irrespective of whether the Seller manufactures the Goods itself or purchases them from suppliers (Sections 433, 650 BGB). Unless otherwise agreed, the GTCP in the version valid at the time of our order, or in any event in the version last communicated to the Seller in text form, also apply as a framework agreement to similar future contracts, without our having to refer to them again in each individual case.

(3) Deviating, conflicting or supplementary general terms and conditions of the Seller become part of the contract only if and to the extent that we have expressly consented to their application in writing.

(4) Individual agreements made with the Seller in a particular case (including ancillary agreements, supplements and amendments) take precedence over these GTCP in every case. Subject to proof to the contrary, a written contract or our written confirmation is decisive for the content of such agreements. The validity of individually agreed arrangements does not depend on compliance with the written form.

(5) Legally relevant declarations and notifications to be made to us by the Seller after conclusion of the contract (e.g. setting of deadlines, reminders, declaration of withdrawal) should be made in text form for evidentiary purposes. Stricter statutory formal requirements remain unaffected.

(6) References to the applicability of statutory provisions are for clarification only. Accordingly, even without such clarification, the statutory provisions apply unless they are directly amended or expressly excluded in these GTCP.

§ 2 Conclusion of contract

(1) Our order is deemed binding at the earliest upon its submission or confirmation in text form. The Seller must draw our attention to obvious errors (e.g. clerical and arithmetical errors) and incompleteness of the order, including the order documents, for the purpose of correction or completion before acceptance; otherwise the contract is deemed not to have been concluded. The Seller is also obliged to inform us if requirements relating to the state of the art, environmental protection provisions or technical expediency have not been observed.

(2) The Seller is required to confirm our order in text form within a period of two weeks or, in particular, to execute it without reservation by dispatching the Goods (acceptance). Late acceptance is deemed a new offer and requires acceptance by us.

§ 3 Delivery time and delay in delivery

(1) The delivery time stated by us in the order is binding. If the delivery time is not stated in the order and has not otherwise been agreed, it is two weeks from conclusion of the contract. The Seller is obliged to inform us without undue delay in text form if it is likely to be unable to meet agreed delivery times, for whatever reason.

(2) If the Seller fails to render its performance, fails to render it within the agreed delivery time, or is in default, our rights, in particular to withdraw from the contract and to claim damages, are governed by the statutory provisions. The provisions in paragraph 3 remain unaffected.

(3) If the Seller is in default, we may, in addition to further statutory claims, demand liquidated compensation for our loss caused by the delay in the amount of 1% of the net price of the Goods delivered late per completed calendar week, but in total not more than 5% of the net price of the Goods delivered late. The lump sum covers only the typical, foreseeable loss caused by the delay; further statutory rights (in particular withdrawal and damages in lieu of performance under the statutory conditions) remain unaffected. We reserve the right to prove that a higher loss has been incurred. The Seller reserves the right to prove that no loss at all, or only a substantially lower loss, has been incurred.

§ 4 Performance, delivery, packaging, passing of risk, default of acceptance

(1) Without our prior consent in text form, the Seller is not entitled to have the performance it owes rendered by third parties (e.g. subcontractors). The Seller bears the procurement risk for its performance unless otherwise agreed in the individual case (e.g. limitation to available stock).

(2) Delivery within Germany is made “free domicile” to the place stated in the order. If the place of destination is not stated and nothing else has been agreed, delivery must be made to our registered office in Hochheim am Main. The respective place of destination is also the place of performance for the delivery and for any subsequent performance (obligation to deliver to the creditor’s place).

(3) A delivery note stating the date (of issue and of dispatch), the content of the delivery (article number and quantity) and our order identifier (date and number) must be enclosed with the delivery. If the delivery note is missing or incomplete, we are not responsible for any resulting delays in processing and payment. A corresponding dispatch note with the same content must be sent to us separately from the delivery note.

(4) Unless otherwise agreed, the Goods to be delivered must be packaged in a manner customary in the trade and appropriate to the goods. At our request, the Seller must take back packaging at its own expense.

(5) The risk of accidental loss and accidental deterioration of the item passes to us upon handover at the place of performance. Where acceptance has been agreed, this is decisive for the passing of risk. In all other respects, the statutory provisions on contracts for work and services apply accordingly in the case of acceptance. Handover or acceptance is deemed to have taken place if we are in default of acceptance.

(6) The statutory provisions apply to our default of acceptance. However, the Seller must expressly offer us its performance even where a specific or determinable calendar period has been agreed for an act or cooperation on our part (e.g. provision of material). If we are in default of acceptance, the Seller may demand compensation for its additional expenditure in accordance with the statutory provisions (Section 304 BGB). Where the contract relates to a non-fungible item to be manufactured by the Seller (custom production), the Seller has further rights only if we were obliged to cooperate and are responsible for the failure to cooperate.

§ 5 Prices and terms of payment

(1) The price stated in the order is binding. All prices include statutory value added tax if this is not shown separately.

(2) Unless otherwise agreed in the individual case, the price includes all services and ancillary services of the Seller (e.g. assembly, installation) as well as all ancillary costs (e.g. proper packaging, transport costs, including for any necessary returns of goods, including any transport and liability insurance).

(3) The agreed price is due for payment within 30 calendar days of complete delivery and performance (including any agreed acceptance) and receipt of a proper invoice. If we make payment within 14 calendar days, the Seller grants us a 3% discount on the net amount of the invoice. In the case of a bank transfer, payment is made on time if our transfer order is received by our bank before expiry of the payment period; we are not responsible for delays caused by the banks involved in the payment process.

(4) We do not owe interest on maturity. The statutory provisions apply to default of payment.

(5) We are entitled to rights of set-off and retention as well as the defence of non-performance of the contract to the extent provided by law. In particular, we are entitled to withhold payments due for as long as we still have claims against the Seller arising from incomplete or defective performance.

(6) Invoices addressed to us must state the order and purchase order number as well as the order date.

(7) The Seller has a right of set-off or retention only in respect of counterclaims that have been established by a final and binding court decision or that are undisputed.

§ 6 Confidentiality and retention of title

(1) We reserve ownership rights, copyright and other intellectual property rights in illustrations, plans, drawings, calculations, execution instructions, product descriptions and other documents. Such documents are to be used exclusively for the contractual performance and returned to us after completion of the contract. The documents must be kept confidential vis-à-vis third parties, including after termination of the contract. The confidentiality obligation lapses only if and to the extent that the knowledge contained in the documents provided has become generally known.

(2) The above provision applies accordingly to substances and materials (e.g. software, finished and semi-finished products) as well as to tools, templates, samples and other items that we provide to the Seller for manufacture. Such items must, for as long as they are not processed, be stored separately at the Seller’s expense and insured to an appropriate extent against destruction and loss.

(3) Any processing, mixing or combining (further processing) of items provided by us that is carried out by the Seller is carried out on our behalf. The same applies to further processing of the delivered Goods by us, so that we are deemed to be the manufacturer and acquire ownership of the product at the latest upon further processing in accordance with the statutory provisions.

(4) Transfer of ownership of the Goods to us must take place unconditionally and irrespective of payment of the price. If, however, in an individual case we accept an offer by the Seller to transfer ownership conditional upon payment of the purchase price, the Seller’s retention of title lapses at the latest upon payment of the purchase price for the Goods delivered. In the ordinary course of business we remain authorised to resell the Goods, even before payment of the purchase price, with advance assignment of the claim arising therefrom (in the alternative, simple retention of title and retention of title extended to resale apply). Accordingly, all other forms of retention of title are excluded, in particular extended retention of title, retention of title passed on to third parties and retention of title extended to further processing.

§ 7 Industrial property rights, quality marks and seals of approval

(1) The Seller warrants that the Goods it delivers may be distributed without restriction under their designations and with their features and, in particular, that no industrial property rights of third parties (e.g. copyrights, patents, licences, utility models and registered designs) or corresponding statutory provisions are infringed. The Seller undertakes to indemnify us against all claims arising from an infringement of such industrial property rights. Further statutory claims remain unaffected.

(2) If quality marks and seals of approval are used for the products offered and delivered by the Seller, such as VDE, TÜV, GS, CE, UE, the Blue Angel, Stiftung Warentest or similar, the Seller is obliged, upon request, to provide evidence of the lawful use of these marks. The Seller undertakes to indemnify us against all claims arising from unauthorised use of these marks or from a breach of the Seller’s obligation to provide evidence. Further statutory claims remain unaffected.

§ 8 Liability for defects

(1) The statutory provisions apply to our rights in the event of material defects and defects of title in the Goods (including incorrect and short delivery as well as improper assembly and defective assembly, operating or user instructions) and in the event of other breaches of duty by the Seller, unless otherwise provided below.

(2) Under the statutory provisions, the Seller is liable in particular for ensuring that the Goods have the agreed quality when risk passes to us. In any event, those product descriptions that are the subject matter of the respective contract, in particular by designation or reference in our order, or that have been incorporated into the contract in the same way as these GTCP, are deemed to constitute an agreement on quality. It makes no difference whether the product description originates from us, from the Seller or from the manufacturer.

(3) By way of derogation from Section 442 (1) sentence 2 BGB, we are entitled to claims for defects without restriction even if the defect remained unknown to us at the time the contract was concluded as a result of gross negligence.

(4) The statutory provisions (Sections 377, 381 HGB) apply to the commercial duty to inspect and give notice of defects, subject to the following provisos: our duty to inspect is limited to defects that become apparent during our incoming goods inspection on external examination, including the delivery documents, and during our quality control on a random sample basis (e.g. transport damage, incorrect and short delivery). Where acceptance has been agreed, there is no duty to inspect. In all other respects, it depends on the extent to which an inspection is feasible in the ordinary course of business, taking into account the circumstances of the individual case. We give notice of obvious defects without undue delay; notice is deemed to have been given without undue delay and in good time if it is received by the Seller within 8 working days of delivery. In the case of defects discovered later (hidden defects), our notice is deemed to have been given without undue delay and in good time if it is received by the Seller within 8 working days of discovery.

(5) The Seller bears the costs it incurs for the purpose of inspection and subsequent performance (including any removal and installation costs) even if it turns out that there was in fact no defect. Our liability in damages in the event of an unjustified request to remedy a defect remains unaffected; in this respect, however, we are liable only if we recognised, or failed to recognise as a result of gross negligence, that there was no defect.

(6) If the Seller fails to comply with its obligation of subsequent performance, at our discretion either by remedying the defect (rectification) or by delivering an item free of defects (replacement delivery), within a reasonable period set by us, we may remedy the defect ourselves and demand from the Seller compensation for the expenditure necessary for this purpose or a corresponding advance payment. If subsequent performance by the Seller has failed or is unreasonable for us (e.g. because of particular urgency, a risk to operational safety or the imminent occurrence of disproportionate damage), no period need be set; we will inform the Seller of such circumstances without undue delay and, where possible, in advance.

(7) In all other respects, in the event of a material defect or defect of title we are entitled under the statutory provisions to reduce the purchase price or to withdraw from the contract. In addition, we are entitled under the statutory provisions to compensation for damage and expenditure.

(8) The Seller warrants that spare parts for the products and goods it has delivered or is to deliver will be available and can be obtained in reasonable quantities for at least 5 years after conclusion of the contract.

§ 9 Supplier recourse

(1) We are entitled without restriction to our statutory rights of recourse within a supply chain (supplier recourse pursuant to Sections 478, 479 BGB) in addition to our claims for defects. In particular, we are entitled to demand from the Seller precisely the type of subsequent performance (rectification or replacement delivery) that we owe to our customer in the individual case. Our statutory right of choice (Section 439 (1) BGB) is not restricted by this.

(2) Before we acknowledge or satisfy a claim for defects asserted by our customer (including compensation for expenditure pursuant to Sections 478 (2), 439 (2) BGB), we will notify the Seller and, giving a brief description of the facts, request a written statement. If no statement is made within a reasonable period and no amicable solution is reached, the claim for defects actually granted by us is deemed to be owed to our customer; in that case the burden of proof to the contrary lies with the Seller.

(3) Our claims arising from supplier recourse also apply where the Goods were further processed before being sold to a consumer, by us or by one of our customers, for example by being installed in another product.

§ 10 Producer liability

(1) If the Seller is responsible for product damage, it must indemnify us against claims by third parties to the extent that the cause lies within its sphere of responsibility (in particular in the area of design, manufacture, labelling or instructions) and it is itself liable in relation to third parties. This applies in particular where the Seller is answerable to third parties under the provisions of the German Product Liability Act, the law of tort or other mandatory bases of liability.

(2) Within the scope of its indemnity obligation, the Seller must reimburse expenditure pursuant to Sections 683, 670 BGB arising from or in connection with claims by third parties, including recall campaigns carried out by us, to the extent that such expenditure is reasonable and necessary. We will inform the Seller about the content and scope of recall measures, as far as possible and reasonable, and give it the opportunity to comment. Further statutory claims remain unaffected.

(3) The Seller must take out and maintain product liability insurance with an appropriate sum insured for personal injury and property damage. Corresponding evidence must be submitted at our request.

§ 11 Limitation periods

(1) The mutual claims of the contracting parties become time-barred in accordance with the statutory provisions unless otherwise provided below.

(2) By way of derogation from Section 438 (1) no. 3 BGB, the general limitation period for claims for defects is three years from the passing of risk. Where acceptance has been agreed, the limitation period begins upon acceptance. The three-year limitation period also applies accordingly to claims arising from defects of title, whereby the statutory limitation period for third-party claims in rem for the return of property (Section 438 (1) no. 1 BGB) remains unaffected; in addition, claims arising from defects of title do not become time-barred in any event for as long as the third party can still assert the right against us, in particular because it is not time-barred.

(3) The limitation periods of sales law, including the above extension, apply, to the extent provided by law, to all contractual claims for defects. Insofar as we are also entitled to non-contractual claims for damages on account of a defect, the standard statutory limitation period applies (Sections 195, 199 BGB), unless the application of the limitation periods of sales law leads to a longer limitation period in the individual case.

§ 12 Choice of law and place of jurisdiction

(1) These GTCP and the contractual relationship between us and the Seller are governed by the law of the Federal Republic of Germany, excluding private international law and the UN Convention on Contracts for the International Sale of Goods (CISG).

(2) If the Seller is a merchant within the meaning of the German Commercial Code, a legal person under public law or a special fund under public law, the exclusive place of jurisdiction, including internationally, for all disputes arising from or in connection with the contractual relationship is our registered office in Hochheim am Main. However, we are also entitled in all cases to bring an action at the place of performance of the delivery obligation under these GTCP or at the Seller’s general place of jurisdiction. Overriding statutory provisions, in particular on exclusive jurisdiction, remain unaffected.

§ 13 Severability clause

Should individual provisions of the contract or of these GTCP be or become invalid or unenforceable in whole or in part, this does not affect the validity of all remaining provisions (Section 306 BGB). Invalid or unenforceable provisions are to be replaced by provisions that come closest, in a legally permissible manner, to the economic purpose of the invalid provision. The same applies to any gaps in the contract.

Hochheim am Main, May 2026