General Terms and Conditions of Folit GmbH

§ 1 Scope

1. Our General Terms and Conditions (GTC) apply exclusively; conflicting, additional or deviating conditions of the customer do not become part of the contract, unless we have expressly agreed to their validity. Our GTC also apply if we carry out a delivery without reservation in the knowledge of conflicting or deviating conditions of the customer.

2. Our GTC apply to entrepreneurs (§ 14 BGB), legal entities under public law or special funds under public law.

§ 2 Offers and Orders

1. Our offers are subject to change and non-binding.

2. The order of the goods by the customer is considered a binding contractual offer. If the customer receives an acknowledgement of receipt of his order from us, this does not constitute acceptance of the order, but merely documents that the order has been received by us. A binding acceptance of the order only comes about through our order confirmation or the execution of the order. Unless otherwise stated in the order, we are entitled to accept the customer’s contractual offer within two weeks of its receipt by us.

3. Illustrations, weight, dimension, color and performance data as well as other descriptions of the goods from the documents belonging to the offer are only approximately authoritative, unless they are expressly designated as binding. They do not constitute an agreement or guarantee of a corresponding quality of the goods.

4. We reserve the ownership and/or all rights of use to all offers and cost estimates submitted by us, as well as to the illustrations, calculations, brochures, catalogs and other documents made available to the customer. The customer may not make these documents accessible to third parties, either as such or in terms of content, nor make them known, use them himself or through third parties, have them used or reproduce them without our express consent. He must return these documents to us in full at our request if they are no longer required by him in the ordinary course of business or if negotiations do not lead to the conclusion of a contract. Copies made by the customer of these documents must be destroyed in this case; the only exceptions to this are storage within the scope of statutory retention obligations and the storage of data for backup purposes within the scope of standard data backup.

5. Unless otherwise agreed, we reserve the right to affix our company text and/or our company logo to the goods as well as to deliveries and/or packaging of all kinds.

§ 3 Our Prices

1. Our prices are ex works; they do not include packaging, freight, postage, insurance, and other shipping costs, in the case of export deliveries, customs duties, fees and public charges.

2. The statutory value added tax is not included in the price and will be shown separately in the invoice at the statutory rate applicable on the date of invoicing.

§ 4 Delivery and Delivery Time

1. Unless expressly agreed otherwise, our deliveries are made ex works (place of performance). At the request and expense of the customer, we will ship the goods to another destination. Unless otherwise agreed, we are entitled to determine the type of shipment (in particular transport company, shipping route and packaging) ourselves.

2. During transport, the goods will be insured at the customer’s request and expense.

3. We are entitled to make partial deliveries or partial services, provided this is reasonable for the customer.

4. Delivery periods and/or delivery dates are agreed individually or specified by us in the order confirmation after checking the availability of materials.

5. If shipment has been agreed, delivery periods and delivery dates refer to the time of handover to the forwarding agent, carrier or other third party commissioned with the transport.

6. We will notify the customer of any delays in performance immediately after we become aware of them. We are not responsible for delays in performance due to force majeure, e.g. strike or lockout in third-party companies or in our company (in the latter case, however, only if the industrial action is lawful), official orders, general disruptions of telecommunications or other circumstances beyond our control (hereinafter referred to as “force majeure”) or circumstances within the customer’s sphere of influence (e.g. failure to provide cooperation, in particular approvals by the customer) and entitle us to postpone the provision of the affected services by the duration of the hindrance plus a reasonable start-up period. If the force majeure continues uninterrupted for more than three months, both we and the customer shall be released from the obligation to perform. Our further claims or rights, in particular arising from default of acceptance by the customer, remain unaffected.

7. We do not assume any procurement risk. This entitles us to withdraw from the contract if, despite the prior conclusion of a corresponding purchase contract on our part, we do not receive the goods. We will inform the customer immediately about the non-availability of the goods in good time and, in the event of withdrawal, will reimburse the customer immediately for the corresponding consideration.

8. In the event of a delay in delivery, the customer is entitled to withdraw from the contract after the fruitless expiry of a reasonable grace period with a threat of refusal, which he has set us after the occurrence of the delay in delivery.

9. For any claims of the customer for damages or reimbursement of futile expenses in the event of delay in delivery or impossibility, the provisions of § 9 shall apply in all other respects.

§ 5 Transfer of Risk and Default of Acceptance

1. The risk of accidental loss and accidental deterioration of the goods passes to the customer at the latest upon handover of the goods. In the case of sale by dispatch, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay passes to the customer upon delivery of the goods to the forwarding agent, carrier or other third party designated to carry out the dispatch. This also applies if partial deliveries are made. Handover shall be deemed equivalent if the customer is in default of acceptance.

2. If the customer is in default of acceptance or culpably violates other obligations to cooperate, we are entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses, e.g. storage costs. Further claims or rights of us remain unaffected.

§ 6 Terms of Payment, Default of Payment

1. Unless expressly agreed otherwise, payment must be made immediately after receipt of the invoice without any deduction.

2. The invoice is issued on the day of delivery, partial delivery or readiness for delivery (debt to be collected, default of acceptance).

3. Rebates and/or discounts require express agreement. Any discount agreement does not apply to freight, postage, insurance or other shipping costs as well as customs duties and charges.

4. In the event of default of payment, the customer shall pay default interest at a rate of 9 (nine) percentage points above the respective base interest rate p.a. Furthermore, we may charge a lump sum of 40 (forty) euros. We reserve the right to assert higher interest rates and/or further damages. The lump sum according to sentence 2 will be credited to a owed compensation for damages, as far as the damage is justified in costs of legal prosecution. Any claims for interest on arrears, in particular against merchants pursuant to § 353 HGB, remain unaffected.

5. If the fulfillment of the payment claim is endangered due to a significant deterioration in the customer’s financial circumstances that becomes known after conclusion of the contract, we may demand advance payment, withhold goods that have not yet been delivered and discontinue further work. We are also entitled to these rights if the customer is in default with the payment of contractual deliveries based on the same legal relationship. § 321 para. 2 BGB remains unaffected.

6. The customer may only offset with an undisputed or legally established claim or exercise a right of retention. This does not apply to any claims of the customer for completion or defect removal costs.

§ 7 Retention of Title

1. We retain ownership of the delivered goods until receipt of all payments from the business relationship with the customer.

2. In the event of seizures or other interventions by third parties, the customer must notify us immediately in writing.

3. The customer is entitled to resell the goods subject to retention of title in the ordinary course of business; he hereby assigns to us all claims in the amount of the final invoice amount (including value added tax) of our claim, which accrue to him from the resale against his customers or third parties, and this irrespective of whether the goods have been resold without or after processing. The customer remains authorized to collect this claim even after the assignment. Our authority to collect the claim ourselves remains unaffected. However, we undertake not to collect the claim as long as the customer meets his payment obligations from the proceeds received, is not in default of payment and, in particular, no application has been made to open insolvency proceedings or suspension of payments exists. If, however, this is the case, we may demand that the customer informs us of the assigned claims and their debtors, provides all information required for collection, hands over the associated documents and informs the debtors (third parties) of the assignment.

4. The processing or transformation of the goods by the customer is always carried out for us. If the goods are processed with other objects not belonging to us, we acquire co-ownership of the new object in the ratio of the value of the goods (final invoice amount, including value added tax) to the other processed objects at the time of processing. The customer holds the new items in safe custody for us. For the object created by processing or transformation, the same provisions apply in all other respects as for the goods delivered subject to retention of title.

5. We undertake to release the securities to which we are entitled at the customer’s request to the extent that the realizable value of our securities exceeds the claims to be secured by more than 10%; the selection of the securities to be released is incumbent upon us.

§ 8 Rights in the Event of Defects

1. Claims for defects of the customer exist only if the customer has duly fulfilled his obligations to examine and give notice of defects owed according to § 377 HGB.

2. If the delivered goods are defective, we can choose whether we provide subsequent performance by eliminating the defect (rectification) or by delivering a defect-free item (replacement delivery).

3. We are entitled to make the owed subsequent performance dependent on the customer having paid the due price. However, the customer is entitled to retain a part of the price that is reasonable in proportion to the defect.

4. The customer has to give us the time and opportunity required for the owed subsequent performance, in particular to hand over the rejected goods for examination purposes. In the case of replacement delivery, he has to return the defective goods to us in accordance with the statutory provisions.

5. Defects in a part of the delivered goods do not entitle the customer to object to the entire delivery, unless the partial delivery is of no interest to the customer.

6. In principle, the ordered edition is delivered. However, the customer is obliged to accept a production-related over- or under-delivery as contractual, whereby the total price increases or decreases accordingly in percentage terms.

7. We shall bear the expenses required for the purpose of examination and subsequent performance, in particular transport, travel, labor and material costs, if a defect actually exists. A reimbursement of costs is excluded to the extent that additional costs arise due to the transfer of the delivered goods to a place other than the place of performance.

8. If the customer’s request for defect removal turns out to be unjustified (hereinafter referred to as “sham defect”), we may demand reimbursement from the customer for the costs incurred by us as a result, unless the customer could not have recognized the sham defect even if he had exercised the due care.

9. Should the subsequent performance fail or be unreasonable for the customer or should we refuse both types of subsequent performance within the meaning of § 439 para. 3 BGB, the customer may, at his option, demand a reduction in price or withdraw from the contract in accordance with the statutory provisions.

10. For any claims of the customer for damages or reimbursement of futile expenses, the provisions in § 9 shall apply in all other respects.

11. The limitation period for the customer’s claims for defects is one year from delivery of the goods. In the case of liability for damages due to intent or gross negligence, in the case of fraudulent concealment of the defect, in the case of damages resulting from injury to life, body or health, in the case of defects of title pursuant to § 438 para. 1 no. 1 a BGB, in the case of guarantees pursuant to § 444 BGB as well as for claims in the supplier recourse in the event of final delivery to a consumer (§ 479 BGB), the statutory limitation periods apply, as well as for claims under the Product Liability Act.

12. The above paragraph 11 applies mutatis mutandis to the limitation of the customer’s other claims of any kind against us, which are based on a defect in the goods, unless the application of the statutory limitation would lead to a shorter limitation period in individual cases. The limitation period for other claims pursuant to sentence 1 begins, deviating from § 12 para. 11, with the statutory commencement of the limitation period.

§ 9 General Liability

1. We shall be liable – for whatever legal reason – for damages or reimbursement of futile expenses in accordance with the following provisions under letters (a) and (b):

(a) In the case of intent or gross negligence, we shall be liable without limitation. In the case of simple negligence, we shall only be liable for damages resulting from the breach of a material contractual obligation (an obligation whose fulfillment is essential for the proper execution of the contract and on whose compliance the customer regularly relies and may rely); in this case, however, our liability shall be limited to compensation for the typical, foreseeable damage.

(b) The exclusions and limitations of liability resulting from letter (a) shall not apply insofar as we have fraudulently concealed a defect or have assumed a guarantee for the quality of the item, for damages resulting from injury to life, body or health, as well as in the case of liability under the Product Liability Act.

2. To the extent that liability is excluded or limited to us, this also applies to the personal liability of our legal representatives and vicarious agents.

§ 10 Final Provisions

1. The place of jurisdiction for all disputes arising from the business relationship between us and the customer as a merchant within the meaning of the German Commercial Code (HGB), a legal entity under public law or a holder of a special fund under public law is our registered office in Kornwestheim. We are also entitled to bring an action at the customer’s registered office as well as at any other permissible place of jurisdiction.

2. The relations between us and the customer are exclusively subject to the law of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 (CISG) does not apply.

3. Should individual provisions of these GTC be or become invalid, this shall not affect the validity of the remaining provisions.

Status: February 28, 18