GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY

A. General information

1. The following General Terms and Conditions of Sale and Delivery (hereinafter referred to as "Terms and Conditions of Sale") apply to all contracts concluded between us, Zeller+Gmelin GmbH & Co. KG, and the buyer
2. These Terms and Conditions of Sale shall apply exclusively, even in the event that they are not mentioned in subsequent contracts. Deviating terms and conditions of purchase of the buyer shall not become part of the contract even if the order is accepted.
3. Additional or deviating agreements to these Terms and Conditions of Sale made between us and the Buyer must be set out in writing in the contract. This shall also apply to the waiver of this written form requirement.
4. Rights to which we are entitled under the statutory provisions over and above these Terms and Conditions of Sale shall remain unaffected.

B. Offers, orders, conclusion of contract

1. Our offers are subject to change and non-binding, unless they are expressly designated as binding offers.
2. Unless otherwise agreed, an order shall only become binding once it has been confirmed by us in text form by means of an order confirmation. The buyer is bound to his order for two weeks. An order confirmation created with the aid of automatic equipment, in which the signature and name are missing, shall be deemed to be in writing. Our silence in response to offers, orders, requests or other declarations by the Buyer shall only be deemed to constitute consent if this has been expressly agreed. Insofar as the order confirmation contains obvious errors, typing or calculation errors, it shall not be binding on us.
3. Illustrations, drawings, weight, dimension, performance and consumption data, DIN nomenclature and other descriptions of the delivery items are only approximate unless they are expressly designated as binding. They do not constitute an agreement or guarantee of a corresponding quality of the delivery items.
4. We reserve all property rights and copyrights to all offer documents. Such documents may not be made accessible to third parties.
5. Unless expressly agreed otherwise in writing, the purpose of the contract pursuant to Section 434 (2) No. 2 BGB is limited to the delivery of goods that correspond to the quality owed. The quality of the goods owed is conclusively agreed in the order and order confirmation. Unless expressly agreed otherwise in writing, the goods do not have to comply with the objective requirements pursuant to Section 434 (3) BGB. In particular, it is not owed that the goods are suitable for normal use and/or that they have a quality that is customary for goods of the same type and that the buyer can expect, taking into account (i) the type of goods and (ii) the public statements made by us or on our behalf or by another person in previous links of the contractual chain, in particular in advertising or on the label. Nor do the goods have to correspond to the quality of a sample or specimen which we have made available to the Buyer prior to the conclusion of the contract.

C. Delivery, delivery periods, delay

1. Our order confirmation is decisive for the scope of the service. Changes to the scope of services require our confirmation in text form to be effective.
2. Unless expressly agreed otherwise, delivery shall be "ex works" or EXW in accordance with Incoterms®2020 (73054 Eislingen/Fils, Germany).
3. Delivery dates are only legally binding if they have been expressly confirmed by us in writing. Agreed delivery periods and delivery dates shall be deemed to have been met if the delivery has left our factory or warehouse by the expiry of the period or if readiness for dispatch has been declared. The delivery is subject to our timely and proper self-supply.
4. Partial deliveries are permissible provided they are reasonable for the buyer. A partial delivery is considered an independent transaction and can be invoiced accordingly.
5. If, at the buyer's request, the delivery is made in partial deliveries deviating from the order, we shall be entitled to invoice the customer for any additional costs actually incurred. The buyer shall not be entitled to an execution deviating from the order.
6. The delivery period shall commence upon conclusion of the contract. Compliance with the delivery period presupposes the timely and proper fulfillment of the buyer's other obligations.
7. If the buyer has concluded a framework agreement with us for future deliveries with a fixed term and the buyer does not call for the goods in good time, we shall be entitled, after the fruitless expiry of a reasonable grace period, to deliver and invoice the goods, to withdraw from the contract or, if the buyer has acted culpably, to demand compensation instead of performance.
8. If non-compliance with the delivery deadlines is due to force majeure and other disruptions for which we are not responsible, e.g. war, terrorist attacks, import and export restrictions, epidemics and pandemics, official orders, in particular quarantine orders, including those affecting our suppliers, the agreed delivery deadlines shall be extended by the duration of the hindrance. This also applies to industrial action affecting us and our suppliers.
9. If we are unable to meet binding delivery deadlines for reasons for which we are not responsible (non-availability of the service), we shall inform the buyer of this immediately and at the same time inform the buyer of the expected new delivery deadline. If the service is also not available within the new delivery period, we shall be entitled to withdraw from the contract in whole or in part; we shall immediately reimburse any consideration already paid by the Buyer. A case of non-availability of the service in this sense shall be deemed to be in particular the failure of our supplier to deliver to us in good time if we have concluded a congruent hedging transaction, neither we nor our supplier are at fault or we are not obliged to procure in the individual case. Orders placed on call shall be accepted within six months of our declaration of readiness to deliver. If the buyer does not call off the goods in good time, we shall be entitled, after the fruitless expiry of a reasonable grace period, to deliver and invoice the goods, to withdraw from the contract or, if the buyer has acted culpably, to demand compensation instead of performance.

D. Transfer of risk and default of acceptance

1. Unless expressly agreed otherwise, delivery shall be "ex works" or EXW in accordance with Incoterms® 2020 (73054 Eislingen/Fils, Germany), i.e. the risk of accidental loss or accidental deterioration of the delivery items shall pass to the Buyer as soon as the delivery items have been handed over to the person carrying out the transport or have left our warehouse for the purpose of shipment. This shall also apply if partial deliveries are made or if we have assumed further services, such as transportation costs.
2. At the buyer's request and expense, we shall insure the delivery items against the risks to be specified by the buyer by means of transportation insurance.
3. Unless otherwise agreed, we shall choose the mode of shipment, shipping route and carrier.
4. If the buyer is in default of acceptance, we may demand compensation for the damage incurred. The lump-sum compensation shall amount to 0.5% of the net price of the delivery items per day of delay, but shall not exceed a total of 5% of the net price of the delivery items. The contracting parties are at liberty to prove higher or lower damages.
5. The risk of accidental loss or accidental deterioration of the delivery items shall pass to the Buyer at the point in time at which he is in default of acceptance.

E. Dimensions, weights, delivery quantities

1. The dimensions, weights and quantities stated in the shipping documents of the supplying plant or warehouse shall be decisive for invoicing; customary deviations are permissible.
2. For deliveries of liquids by tank truck, the records of the calibrated measuring equipment on the transport vehicles shall be decisive if the goods are delivered by our tank trucks or by a forwarding agent commissioned by us.

F. Prices

1. All prices are quoted in EURO. For lump-sum prices, the price resulting from the order confirmation shall apply. Statutory VAT and other taxes and customs duties are not included in the price and are shown separately on the invoice at the rate applicable on the date of invoicing.
2. Unless otherwise agreed, the prices are "ex works" or EXW in accordance with Incoterms® 2020 (73054 Eislingen/Fils, Germany) excluding any ancillary costs, such as packaging, freight, insurance. All ancillary costs incurred in connection with the delivery in Germany and, if applicable, abroad shall be borne by the Buyer.
3. If the buyer does not receive an order confirmation or if it does not contain any price details, the price list valid at the time of delivery shall apply.
4. Prices quoted carriage paid are subject to unhindered transportation routes. Special costs for surcharges such as high or low water, ice, etc. shall be borne by the buyer. The same applies to unloading, unloading and other costs which are charged in addition to the freight.

G. Payment, offsetting

1. Unless otherwise agreed in writing, the invoice amount is due for payment immediately. The invoice date shall be decisive for agreed payment and discount periods. The date on which the invoice amount is credited to our account shall be deemed to be the deadline.
2. If the payment deadline is exceeded, we are entitled to demand default interest in the amount of 9 percentage points above the base interest rate (§ 247 BGB). We reserve the right to claim further damages.
3. We shall be entitled to use payments to settle the oldest claim due plus the default interest and costs accrued thereon - in the order of costs, interest, principal claim. A discount deduction on new invoices is not permitted if the buyer is in arrears with the settlement of due invoices. Our representatives and employees are only authorized to collect if they can be proven by documents.
4. Payment by bill of exchange is only permitted on the basis of prior written agreements with us. Bills of exchange and checks shall only be accepted on account of performance. All charges, fees etc. incurred by the acceptance of bills of exchange shall be borne by the buyer.
5. If the buyer is in default of payment, we are entitled to demand immediate payment of all due and undisputed claims arising from the business relationship.
6. The buyer may only offset undisputed or legally established claims.
7. We are entitled to execute or render outstanding deliveries or services only against advance payment or provision of security if, after conclusion of the contract, circumstances become known which are likely to significantly reduce the creditworthiness of the buyer and which jeopardize the payment of our outstanding claims by the buyer from the respective contractual relationship. This shall apply accordingly if the buyer refuses or fails to pay our outstanding claims and there are no undisputed or legally established objections to our claims.

H. Retention of title

1. The delivered goods shall remain our property until all claims arising from the business relationship between the buyer and us have been settled.
2. The buyer is obliged to treat the goods subject to retention of title ("reserved goods") with care. In particular, he is obliged to insure the goods at his own expense against fire, water damage and theft at replacement value. The Buyer hereby assigns to us all claims for compensation arising from this insurance. We hereby accept the assignment. If an assignment is not permissible, the Buyer hereby irrevocably instructs his insurer to make any payments only to us. Further claims shall remain unaffected. Upon request, the Buyer shall provide us with evidence of the conclusion of the insurance policy.
3. If the goods subject to retention of title are combined with other items that do not belong to us to form a single item, we shall acquire co-ownership of the single item in the ratio of the value of the goods subject to retention of title (final invoice amount including VAT) to the other items at the time of combination. If the goods subject to retention of title are combined with other items in such a way that the buyer's item is to be regarded as the main item, the buyer hereby transfers co-ownership of this item to us on a pro rata basis. We accept this transfer. The provisions of this clause 3. shall apply accordingly if the reserved goods are mixed or processed with other items.
4. The purchaser is revocably entitled to sell the goods subject to retention of title in the ordinary course of business. The buyer is not entitled to pledge the reserved goods, to assign them as security or to make any other dispositions that jeopardize our ownership. In the event of seizure or other interventions by third parties, the buyer must notify us immediately in writing and provide all necessary information, inform the third party of our ownership rights and cooperate in our measures to protect the goods subject to retention of title.
5. The purchaser hereby assigns to us the claims arising from the resale of the reserved goods in the amount of the invoice including VAT with all ancillary rights. We hereby accept this assignment. If the reserved goods are sold together with other goods not supplied by us, the claim from the resale shall be assigned in the ratio of the value of the reserved goods (final invoice amount including VAT) to the other goods sold. If an assignment is not permissible, the purchaser hereby irrevocably instructs the third-party debtor to make any payments only to us.
6. The buyer is revocably authorized to collect the claims assigned to us in trust for us in his own name. This shall not affect our right to collect these claims ourselves. However, we shall not assert the claims ourselves and shall not revoke the direct debit authorization as long as the buyer duly meets his payment obligations. However, if the buyer acts in breach of contract - in particular in the event of default of payment - he must notify us of the assigned claims and the respective debtors, inform the respective debtors of the assignment and hand over to us all documents and provide all information that we require to assert the claims.
7. We may revoke the buyer's right to resell and the authorization to collect if the buyer does not properly meet his payment obligations to us, is in default of payment, suspends his payments or if insolvency proceedings are instituted against the buyer's assets.
8. At the buyer's request, we are obliged to release existing securities to the extent that the realizable value of the securities, taking into account customary bank valuation discounts, exceeds our claims from the business relationship with the buyer by more than 10%. We shall be responsible for selecting the securities to be released.
9. In the case of deliveries of goods to other legal systems in which the retention of title provision according to this lit. H. is not legally effective, the Buyer hereby grants us a corresponding security interest. If further measures are required for this, the Buyer shall do everything to grant us such a security interest without delay. The Buyer shall cooperate in all measures which are necessary and conducive to the effectiveness and enforceability of such security interests.

I. Nature of the goods, advice, use

1. In principle, the quality of the goods shall only be the quality described in our product descriptions, specifications and labeling. Deviations from this are permissible if the suitability for the normally intended use is not significantly impaired. Public statements, recommendations or advertising do not constitute quality descriptions of the purchased goods if we were not aware of these statements and did not have to be aware of them.
2. Our verbal and written advice on technical applications is non-binding and does not release the purchaser from the obligation to test the goods for their suitability, even if the goods are generally recommended for a specific purpose. The suitability of the goods for a specific purpose is not guaranteed without express written confirmation.

J. Warranty and liability

1. Liability for material defects and defects of title shall be based exclusively on the quality owed, as conclusively agreed in the order and order confirmation.
2. The Buyer's rights in respect of defects presuppose that he has complied with his statutory duties of inspection and notification of defects (§§ 377, 381 HGB), in particular that he inspects the delivered goods immediately upon receipt and immediately notifies us in writing of obvious defects and defects that were recognizable during such an inspection. The Buyer shall notify us in writing of hidden defects immediately after their discovery. The notification shall be deemed immediate within the meaning of sentence 1 if it is made within 14 days, whereby the receipt of the notification by us shall be decisive for compliance with the deadline. If the Buyer fails to properly inspect the goods and/or report defects, our liability for the defect shall be excluded. The Buyer must describe the defects in writing when notifying us and send us a sample of the rejected goods.
3. If a notice of defects is unjustified, we are entitled to demand reimbursement of the expenses incurred from the buyer, unless the buyer proves that he is not at fault with regard to the unjustified notice of defects.
4. In the event of a justified notice of defects, we shall be entitled, at our discretion, to provide subsequent performance by remedying the defect or delivering a replacement. If the goods are not at the place of delivery, the buyer shall bear all additional costs incurred by us in remedying defects, unless the transfer to another location is in accordance with the contractual use.
5. Claims for subsequent performance are excluded in the case of minor deviations that are reasonable for the buyer.
6. Warranty rights do not exist
   • with natural wear;
   • in the event of defects arising after the transfer of risk as a result of improper handling (e.g. deviating from the operating instructions), improper storage or care or excessive strain or use;
   • in the event of defects that arise due to force majeure, special external influences that are not provided for in the contract, or due to the use of the goods outside the use provided for in the contract or the normal use.
7. We shall not be liable for defects which are based on the fact that the buyer requests a processing or choice of material which deviates from our specifications.
8. In the event that the goods are digital products within the meaning of §§ 327 ff. BGB or goods with digital elements in accordance with § 475b BGB, we are also liable to the buyer for the provision of updates exclusively for the duration and to the extent owed in accordance with the quality agreed in accordance with lit. B. Clause 6. sentence 2 or otherwise agreed in writing with the Buyer.
9. We shall be liable without limitation for damages arising from the breach of a guarantee or from injury to life, limb or health. The same applies to intent and gross negligence, to mandatory statutory liability for product defects (in particular under the Product Liability Act) and to liability for fraudulent concealment of defects. We shall only be liable for slight negligence if material obligations are breached which arise from the nature of the contract and which are of particular importance for achieving the purpose of the contract. In the event of a breach of such obligations and impossibility, our liability shall be limited to such damages as must typically be expected within the scope of the contract. Liability is otherwise excluded.
10. The limitation period for the buyer's claims for defects is 12 months and begins at the time of the transfer of risk in accordance with lit. D.1. The limitation period does not begin again due to subsequent performance. Our unlimited liability for damages resulting from the breach of a guarantee or from injury to life, body or health, for intent and gross negligence and for product defects shall remain unaffected. In these cases, the statutory limitation period shall apply.
11. The suspension of expiry of the limitation period for recourse claims stipulated in § 445b para. 2 sentence 1 BGB shall end no later than five years after the date on which we delivered the goods to the buyer. In the event of the final sale of the goods to a consumer, we can only invoke this if we simultaneously grant the buyer equivalent compensation.
12. Insofar as our liability for damages is excluded in accordance with this lit. J, this shall also apply with regard to the personal liability for damages of our employees, workers, staff, representatives and vicarious agents.

K. Returnable containers

1. Returnable containers provided by us may only be used for the storage and transportation of our products. After emptying, they must be returned to us or our nearest warehouse free of freight charges and expenses. If returnable containers remain with the buyer for longer than 3 months for reasons for which we are not responsible, we may demand a customary rent for the returnable containers on the buyer's premises.
2. If the returnable packaging is damaged, we are entitled to refuse to take it back and to demand reimbursement of the replacement costs or to have the repair carried out at the expense of the buyer or to demand compensation for the reduction in value. Any loss must be reported immediately.
3. For the duration of the loan, the buyer must fulfill the legal and official requirements for the loaned containers at his own responsibility and expense. The buyer shall be liable for the returnable containers provided to him and for the risks arising therefrom from the day of dispatch or the day of readiness for dispatch until the day of return to our works or warehouse.
4. If the Buyer is provided with tanks, dispensing and gauging equipment for our goods on a loan or rental basis, the above shall apply accordingly, unless expressly agreed otherwise. The Buyer shall be responsible for ongoing maintenance and servicing.
5. In the case of containers and transport containers provided by the buyer, we accept no liability for defects and damage to the goods that are attributable to the poor condition of the containers or transport containers provided.

L. Final provisions

1. The place of performance for all services of the buyer and of us is our registered office.
2. The law of the Federal Republic of Germany shall apply exclusively to all legal relationships between the Buyer and us. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.
3. The exclusive place of jurisdiction for all claims arising from the business relationship shall be our registered office. We are also entitled to take legal action at the buyer's registered office and at any other permissible place of jurisdiction.
4. The transfer of rights and obligations of the buyer to third parties is only possible with our written consent.

Zeller+Gmelin GmbH & Co. KG
Status:February 2022