I. Scope of application

1. sales and deliveries of BENLOC FASTENER TECHNIK GmbH & Co. KG (hereinafter referred to as “BENLOC”) shall be made exclusively in accordance with the following General Terms and Conditions of Sale and Delivery (hereinafter referred to as “GTC”), which the customer acknowledges by placing the order or accepting the delivery.

2. these terms and conditions of sale apply exclusively to entrepreneurs, legal entities under public law or special funds under public law. We shall only recognize terms and conditions of the customer that conflict with or deviate from our Terms and Conditions of Sale if we expressly agree to their validity in writing.

3. these terms and conditions of sale shall also apply to all future transactions with the customer, insofar as they are legal transactions of a related nature.

4. individual agreements made with the Buyer in individual cases (including collateral agreements, supplements and amendments) shall in any case take precedence over these Terms and Conditions of Sale. Subject to proof to the contrary, a written contract or our written confirmation shall be decisive for the content of such agreements.

II Offer and conclusion of contract

BENLOC’s offers are non-binding. A contract shall only come into existence upon BENLOC’s written order confirmation and shall be governed exclusively by the content of the order confirmation and these GTC. Verbal agreements or promises shall require written confirmation by BENLOC to be effective. We reserve the right to sell goods offered to the buyer to third parties during the period of validity of our offer (prior sale).

III. Documents provided

We reserve the property rights and copyrights to all documents provided to the customer in connection with the order placement – also in electronic form – such as calculations, drawings etc.. These documents may not be made accessible to third parties and must be returned to BENLOC immediately upon request.

IV. Prices and shipping

1. unless otherwise agreed in writing, our prices are ex works EXW Neuweiler Incoterms® 2020, Hermann-Löns-Str. 38, 75389 Neuweiler excluding packaging and shipping and the respective statutory value added tax and other taxes and duties. Packaging and shipping costs will be invoiced separately.

2. unless a fixed price agreement has been made, we reserve the right to make reasonable price changes due to changes in wage, raw material, storage, energy and freight costs for deliveries made 3 months or more after conclusion of the contract.

3. the minimum net value of goods is € 100,- net without VAT; otherwise we charge a minimum quantity surcharge of € 15,- net without VAT.

V. Rights of retention

The customer is only authorized to exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship or is undisputed or has been legally established.

VI. Delivery time

1. delivery dates and delivery periods shall only be binding if they have been confirmed by BENLOC in writing and the Customer has provided BENLOC with all information and documents required for the execution of the delivery in good time and has made any agreed payments as agreed.

2. if the customer is in default of acceptance or culpably violates other obligations to cooperate, we shall be entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses. We reserve the right to assert further claims. If the above conditions are met, the risk of accidental loss or accidental deterioration of the purchased item shall pass to the customer at the point in time at which the customer is in default of acceptance or debtor’s delay.

3 BENLOC may make partial deliveries for justified reasons.

VII Call-off orders

Unless otherwise agreed, orders on call shall be accepted within 3 months of expiry of the contractual period at the latest, without any request for acceptance or notice of default on our part being required. If this period has expired, we shall be entitled at any time to either invoice the goods or cancel the order at our discretion.

VIII. Complaints due to incomplete or incorrect delivery

Complaints due to incomplete or incorrect delivery must be notified to us in writing without delay, but no later than two days after receipt of the delivery by the customer. Notifications received later shall be disregarded.

IX. Consulting

Technical advice, data and information on the application and processing possibilities of our products and all other related statements by us or persons acting on our behalf are provided to the best of our knowledge, but are non-binding and without any liability. Any references to technical specifications are approximate values.

X. Terms of payment

BENLOC shall send the customer invoices or other forms of payment requests (e.g. electronic billing). Unless otherwise agreed, invoices shall be paid without deductions within 30 days of the invoice date. In the event of late payment, default interest of 8% above the base interest rate shall be due. We reserve the right to assert further claims for damages caused by default.

Should BENLOC have reasonable indications that the Customer is unable to pay, BENLOC shall be entitled (a) to demand advance payment or (b) to stipulate other terms of payment than the terms of payment already agreed and/or (c) to demand the provision of security. If the advance payments or security deposits have not been provided even after the expiry of a reasonable grace period or if the Customer does not agree to the changed payment terms, BENLOC may, without prejudice to its further rights, withdraw from individual or all affected contracts in whole or in part. Withdrawal is expressly not possible in the case of customer-specific special orders.

XI. Transfer of risk on shipment

If the goods are dispatched to the customer at the customer’s request, the risk of accidental loss or accidental deterioration of the goods shall pass to the customer when the goods are dispatched to the customer, at the latest when they leave the factory/warehouse. This shall apply irrespective of whether the goods are dispatched from the place of performance or who bears the freight costs.

XII Retention of title

1. we reserve title to the delivered item until all claims arising from the delivery contract have been paid in full. This shall also apply to all future deliveries, even if we do not always expressly refer to this. We are entitled to reclaim the purchased item if the customer acts in breach of contract.

2. as long as ownership has not yet been transferred to him, the customer is obliged to treat the purchased item with care. In particular, he is obliged to insure it adequately at his own expense against theft, fire and water damage at replacement value. If maintenance and inspection work has to be carried out, the customer must carry this out in good time at his own expense. As long as ownership has not yet been transferred, the customer must inform us immediately in writing if the delivered item is seized or exposed to other interventions by third parties. If the third party is not in a position to reimburse us for the judicial and extrajudicial costs of an action pursuant to Section 771 of the German Code of Civil Procedure (ZPO), the customer shall be liable for the loss incurred by us.

3. the customer is entitled to resell the reserved goods in the normal course of business. The purchaser hereby assigns to us the claims against the customer arising from the resale of the reserved goods in the amount of the final invoice amount agreed with us (including VAT). This assignment shall apply irrespective of whether the purchased item has been resold without or after processing. The customer shall remain authorized to collect the claim even after the assignment. Our authorization to collect the claim ourselves remains unaffected. However, we shall not 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 for the opening of insolvency proceedings has been filed and payments have not been suspended.

XIII Warranty and notice of defects as well as recourse/manufacturer recourse

1. warranty rights of the Customer presuppose that the Customer has duly fulfilled its obligations to inspect and give notice of defects in accordance with section 377 of the German Commercial Code (HGB). This presupposes that the Customer inspects the products immediately upon receipt and informs BENLOC directly in writing of the existence of defects; hidden defects must be reported to BENLOC in writing immediately upon their discovery.

2. claims for defects shall become time-barred 12 months after delivery of the goods supplied by us to our customer. The statutory limitation period shall apply to claims for damages in the event of intent and gross negligence as well as in the event of injury to life, limb and health which are based on an intentional or negligent breach of duty by the user. If the subsequent performance fails, if it is unreasonable for the Customer or if BENLOC has refused it in accordance with § 439 para. 3 BGB, the Customer may withdraw from the contract in accordance with the statutory provisions.

3. if, despite all due care, the delivered goods have a defect that already existed at the time of the transfer of risk, we shall, at our discretion, either repair the goods or deliver replacement goods, subject to timely notification of defects. We must always be given the opportunity for subsequent performance within a reasonable period of time. Recourse claims shall remain unaffected by the above provision without restriction. BENLOC shall be entitled to inspect and test the products complained about in the event of any notice of defects.

4. claims for defects shall not exist in the event of only insignificant deviation from the agreed quality, only insignificant impairment of usability, natural wear and tear or damage arising after the transfer of risk as a result of incorrect or negligent handling, excessive strain, unsuitable operating materials, defective construction work, unsuitable building ground or due to special external influences which are not provided for in the contract. If improper repair work or modifications are carried out by the customer or third parties, no claims for defects shall exist for these and the resulting consequences.

5. claims of the customer for the expenses necessary for the purpose of subsequent performance, in particular transport, travel, labor and material costs, including any dismantling and installation costs, are excluded if the expenses increase because the goods delivered by us have subsequently been taken to a place other than the customer’s branch office, unless the transfer corresponds to their intended use.

XIV Liability

BENLOC’s obligation to pay damages shall be limited as follows:

BENLOC’s liability for the breach of material contractual obligations shall be limited to the amount of damage typically foreseeable at the time of conclusion of the contract. BENLOC shall not be liable for the breach of non-essential contractual obligations. The aforementioned limitation of liability shall not apply to liability under the Product Liability Act, in the event of damage caused intentionally or by gross negligence or with regard to culpably caused bodily injury. General

Neither party or its respective employees, officers, directors or members shall be liable to the other party, its affiliates or their respective employees, officers, directors or members in contract, tort (including negligence and strict liability), warranty or otherwise for consequential damages, indirect damages or losses, fines, incidental losses or damages, punitive damages or for special damages or losses, including, but not limited to, loss of use, loss of production, loss of opportunity or anticipated profits, damage to goodwill or reputation, and punitive or speculative damages. speculative damages.

XV Exemption

The Customer shall indemnify BENLOC against any liability, damages, claims, lawsuits and costs arising from or in connection with the subcontractor, product design and packaging design specified by the Customer. If the Customer sells the products, it shall indemnify BENLOC internally against product liability claims of third parties insofar as the Customer is responsible for the defect giving rise to the liability.

XVI Force majeure

Unforeseeable, unavoidable events beyond BENLOC’s control and for which BENLOC is not responsible, such as war, natural disasters, labor disputes, official orders or lack of transport facilities, epidemics or pandemics, shall release BENLOC from its obligation to deliver or perform on time for their duration. Agreed deadlines shall be extended by the duration of the disruption; the Customer shall be informed of the occurrence of the disruption in an appropriate manner. If the end of the disruption is not foreseeable or if it lasts longer than two months, either party shall be entitled to withdraw from the contract.

XVII Export control

For all goods delivered by BENLOC under this agreement, any export license required with regard to the respective country of destination is given. Changes with regard to the country of destination are given. The Customer shall be liable for any change in the country of destination and shall be responsible for obtaining the relevant authorizations and shall indemnify BENLOC against all claims in connection with the change in the country of destination.

XVIII Other

1. this contract and the entire legal relationship between the parties shall be governed by the laws of the Federal Republic of Germany to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG). The German version of the GTC is binding. The place of performance and exclusive place of jurisdiction for all disputes arising from this contract shall be Stuttgart. BENLOC shall be entitled to sue the Customer at any other legal place of jurisdiction.

2 All agreements made between the parties for the purpose of executing this contract are set out in writing in this contract. If a provision of the contract and/or these GTC is invalid in whole or in part, this shall not affect the validity of the remaining provisions. The only relevant languages for business transactions are German and/or English. This includes all documents and descriptions.

General Terms and Conditions of Sale and Delivery of BENLOC FASTENER TECHNIK GmbH & Co. KG February 2023