General Terms of Delivery and Purchase

of the company Richter Präzisionstechnik GmbH & Co. KG

§ 1 General information

1.1 Our contracts relating to the delivery or purchase of movable goods are subject to the following Terms and Conditions of Delivery and Purchase without exception. These are available for inspection at our business premises and can also be accessed on our homepage at any time. On request, we will also send them to you free of charge at any time.

1.2 By placing an order with the customer and accepting our order, the respective contractual partner recognises our Terms and Conditions of Delivery and Purchase. Deviating, conflicting or supplementary general terms and conditions of the contractual partner shall only become part of the contract if and insofar as we have expressly agreed to their validity in writing. This requirement of consent shall apply in any case, for example even if we provide or accept the contractually owed delivery/service without reservation in the knowledge of the General Terms and Conditions of the contractual partner.

1.3 Our Terms and Conditions of Delivery and Purchase shall also apply in their respective version as a framework agreement for all future contracts for the purchase or sale of movable goods with the contractual partner, without us having to refer to them again in individual cases;

§ 2 Conclusion of contract, content of contract

2.1 The order of the goods by the customer is deemed to be a binding contract. A contract is only concluded with our written order confirmation or with the delivery of the agreed services.

2.2 If we are the customer, the contract shall be concluded in the absence of objection within 14 days of receipt of our order in accordance with the order.

2.3 Our offers are valid for a period of 3 months in all cases, unless a different period of validity is stated in the offer.

2.4 All our delivery offers are based on our customers' drawings/data. Additional specifications (e.g. customer standards) must be expressly referred to in the drawings. The quotations are based on the drawing status available in our company at the time the quotation is prepared. All customer standards cited in the drawings, whether from the customer or the customer's client, can only be taken into account in the quotation if they are available in our company at the time the quotation is prepared. All customer standards that are not (or cannot be) provided by the customer too late are hereby expressly excluded. It is pointed out that the drawings submitted by the customer are not checked for compatibility with applicable customer or DIN standards or similar regulations. The customer shall be liable for the correctness of the documents, drawings and information provided.

§ 3 Prices and payments

3.1 Our prices are to be understood as the value of goods and services without discounts and other rebates, plus the respective applicable The costs of loading, packaging, freight and any insurance and public charges such as customs duties, fees and taxes, which are only to be concluded on the basis of special agreements, shall be borne by the contractual partner.

3.2 The purchase price is due and payable without deduction within 30 days of invoicing. Payment orders and cheques will only be accepted on account of performance and all discount and collection charges will be charged. Interest on arrears shall be charged at a rate of 3% above the respective base rate of the ECB. We reserve the right to assert higher damages caused by default.

3.3 The contractual partner shall only be entitled to set-off or retention rights to the extent that its claim is undisputed or has been recognised by declaratory judgement and is based on the same contractual relationship.

3.4 If it becomes apparent after conclusion of the contract that our contractual claim is jeopardised by the contractual partner's inability to perform (e.g. by an application for the opening of insolvency proceedings), we shall be entitled to refuse performance in accordance with the statutory provisions and - if necessary after setting a deadline - to withdraw from the contract (Section 321 BGB). In the case of contracts for the manufacture of non-fungible goods, we may declare cancellation immediately; the statutory provisions on the dispensability of setting a deadline shall remain unaffected.

§ 4 Delivery

4.1 The delivery period shall be agreed individually or specified by us upon acceptance of the order. Delivery periods begin with the conclusion of the contract, but not before all technical questions have been clarified.

4.2 Delivery dates or delivery periods, which can be agreed as binding or non-binding, must be specified in writing. If changes to the contract are subsequently agreed, a new delivery date or delivery period shall be agreed at the same time, if necessary. The delivery period shall be deemed to have been met if the delivery item has left our premises or the notification of readiness for dispatch has been sent by the time it expires.

4.3 Four weeks after exceeding a non-binding delivery date or a non-binding delivery period, the customer may request us in writing to deliver within a reasonable period of time. This shall not apply if the above period of grace is unreasonably long. In this case, the reasonably long period of grace shall apply.

4.4 If the customer is in default of acceptance, fails to co-operate or if our delivery is delayed for other reasons for which the customer is responsible, we shall be entitled to demand compensation for the resulting damage including additional expenses (e.g. storage costs). For this we charge a lump sum compensation of EUR 50.00 per calendar day, beginning with the delivery deadline or - in the absence of a delivery deadline - with the notification that the goods are ready for dispatch. Proof of higher damages and our statutory claims (in particular reimbursement of additional expenses, reasonable compensation, cancellation) shall remain unaffected; however, the lump sum shall be offset against further monetary claims. The customer shall be entitled to prove that we have incurred no damage at all or only significantly less damage than the above lump sum.

4.5 The risk of accidental loss and accidental deterioration of the goods shall pass to the customer at the latest upon handover. In the case of sale by dispatch, however, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay shall already pass upon delivery of the goods to the forwarding agent, the carrier or the person or institution otherwise designated to carry out the dispatch.

§ 5 Examination

5.1 During production, the features to be manufactured are monitored at fixed intervals. Before leaving the factory, the parts are checked by random sampling. However, the final inspection at our premises does not release the customer from his obligation to inspect incoming goods. If the customer wishes other tests to be carried out during or after processing than those customary in our company or other test intervals/other test scopes to be used as a basis or other/additional documentation to be prepared, this must be agreed separately.

5.2 Unless otherwise agreed, all inspections shall be carried out at our premises. An inspection in the presence of the customer or his authorised representative must be agreed separately.

§ 6 Warranty

6.1 The statutory provisions shall apply to the customer's rights against us in the event of material defects and defects of title in the goods delivered by us, unless otherwise specified below.

6.2 The customer's claims for defects presuppose that he has complied with his statutory duties of inspection and notification of defects (§§ 377, 381 HGB). If a defect is discovered during the inspection or later, we must be notified immediately in writing. The notification shall be deemed immediate if it is made within two weeks, whereby the timely dispatch of the notification shall suffice to meet the deadline. Irrespective of this obligation to inspect and give notice of defects, the customer must notify us in writing of obvious defects (including incorrect and short deliveries) within two weeks of delivery, whereby the timely dispatch of the notification is also sufficient to meet the deadline. If the customer fails to properly inspect the goods and/or report defects, no warranty rights shall exist.

6.3 If the goods delivered by us are defective, we may initially choose whether to provide subsequent fulfilment by remedying the defect (subsequent improvement) or by delivering a defect-free item (replacement delivery). Our right to refuse subsequent fulfilment under the statutory conditions remains unaffected.

6.4 We are entitled to make the subsequent fulfilment owed dependent on the customer paying the purchase price due.

6.5 In the case of material and legal defects that are not merely insignificant, we are entitled to subsequent fulfilment as follows: We are entitled to rectify the defect twice. If the nature of the item or the defect or the other circumstances indicate that the rectification has not yet been carried out and this is reasonable for the contractual partner, we are entitled to carry out further rectifications.

6.6 The customer must give us the time and opportunity required for the subsequent fulfilment owed, in particular to hand over the rejected goods for inspection purposes. In the event of a replacement delivery, the customer must return the defective item to us in accordance with the statutory provisions. Subsequent fulfilment does not include the removal of the defective item or its reinstallation if we were not originally obliged to install it.

6.7 We shall bear the expenses necessary for the purpose of inspection and subsequent performance, in particular transport, travel, labour and material costs (not: removal and installation costs), if a defect actually exists. However, if a request by the customer to remedy a defect proves to be unjustified, we may demand reimbursement of the costs incurred from the customer.

6.8 In urgent cases, e.g. if operational safety is jeopardised or to prevent disproportionate damage, the customer has the right to remedy the defect himself and to demand compensation from us for the expenses objectively required for this. We must be notified immediately in advance of any such self-remedy. The right of self-remedy does not exist if we would be entitled to refuse a corresponding subsequent fulfilment in accordance with the statutory provisions. The customer shall only be entitled to claim compensation for futile expenses in accordance with § 7.

6.9 All suppliers are obliged to comply with the provisions of ISO 9100 or 9001 §8.4.3 and to implement the standards of our quality management system professionally.

§ 7 Limitation of liability

7.1 Unless otherwise agreed below, we shall be liable in the event of a breach of contractual and non-contractual obligations in accordance with the relevant statutory provisions. .

7.2 We shall be liable for damages - irrespective of the legal grounds - in the event of wilful intent and gross negligence. In the event of simple negligence, we shall only be liable for damages

a) from injury to life, body or health, for damages;

b) arising from the breach of a material contractual obligation (an obligation whose fulfilment is essential for the proper performance of the contract and on whose compliance the contractual partner regularly relies and may rely); in this case, however, our liability is limited to compensation for foreseeable, typically occurring damage.

§ 8 Miscellaneous

8.1 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 UN Convention on Contracts for the International Sale of Goods (CISG).

8.2 The place of fulfilment and exclusive place of jurisdiction for all disputes arising from this contract is our registered office, unless otherwise stated in the order confirmation

8.3 All agreements made between the parties for the purpose of executing this contract are set out in writing in this contract.

8.4 Our company is committed to not using conflict minerals in the manufacture of our products. We also ensure that human rights are respected and implement strict standards in accordance with our Code of Conduct, which guarantees fair working conditions and ethical behaviour along the entire supply chain.