General conditions of purchase

1. general

1. 1 The following General Terms and Conditions of Purchase shall apply in addition to the conclusion of purchase or delivery contracts between the Teupe Group (hereinafter referred to as Buyer) and the Seller. These General Terms and Conditions of Purchase shall apply in particular to contracts for the sale and/or delivery of movable goods ("Goods"), irrespective of whether the Seller manufactures the Goods itself or purchases them from suppliers (§§ 433, 650 BGB).

1. 2 These General Terms and Conditions of Purchase (GTCP) shall apply exclusively; Seller's terms and conditions contrary to or deviating from these GTCP shall only be accepted by Buyer to the extent that Buyer has expressly agreed to them in writing. These GPC shall also apply if the Buyer accepts the Seller's delivery without reservation in the knowledge that the Seller's terms and conditions conflict with or deviate from these GPC.

2 Order, Conclusion of Contract

2.1 The Seller shall adhere to the ordered quantity, quality and design and must expressly point out any deviation. The Buyer reserves the right to acknowledge excess or short deliveries.

2. 2 Cost estimates, offers, planning and other pre-contractual services of the Seller shall be free of charge unless their remuneration has been expressly agreed. No remuneration shall be granted for visits and the like without express written agreement.

2. 3. the object of sale shall be provided by the seller free of third party rights. This also applies to industrial property rights of third parties. The Seller shall be obliged to indemnify the Buyer against all claims made by third parties against the Buyer due to such infringement of industrial property rights and to reimburse the Buyer for all necessary expenses in connection with such claim. This shall not apply if the Seller proves that it is neither responsible for the infringement of industrial property rights nor should have been aware of the infringement at the time of delivery if it had exercised due commercial care.

3 Handover and Transfer of Risk

3.1 The handover of the object of sale shall be effected by the Seller obtaining direct possession of the object of sale. The provision of indirect possession or the assignment of the claim to surrender shall only be sufficient if this has been expressly agreed.

3. 2 Delivery shall be made DDP (according to Incoterms 2020 or the current version), unless otherwise agreed. The place of performance for the delivery obligation shall be the place of receipt designated by the Buyer (obligation to deliver).

3. 3 At the time of handover, the local construction management or the authorized recipient of the Buyer shall be consulted to determine the place to which the object of sale is to be delivered.

3.4 Upon delivery to a construction site, the object of purchase shall be protected by the Seller against theft to the best possible extent.

3.5 Unless otherwise agreed, the risk shall pass to the Buyer upon delivery of the goods at the agreed place of receipt. If acceptance has been agreed, this shall be decisive for the transfer of risk. In all other respects, the statutory provisions of the law on contracts for work and services shall also apply mutatis mutandis in the event of acceptance. The handover or acceptance shall be deemed to have taken place if the Buyer is in default of acceptance.

3. 6 The statutory provisions shall apply to the occurrence of default in acceptance. However, the Seller must expressly offer the Buyer his performance even if a specific or determinable calendar time has been agreed for an action or cooperation of the Buyer. If the Buyer is in default of acceptance, the Seller may claim compensation for its additional expenses in accordance with the statutory provisions (§ 304 BGB). If the contract concerns a non-representable item to be manufactured by the Seller (individual production), the Seller shall only be entitled to further rights if the Buyer undertakes to cooperate and is responsible for the failure to do so.

3. 7. If the Seller transports the object of sale to the place of destination outside the agreed delivery times, the risk shall not pass to the Buyer until the Buyer expressly confirms the delivery. The delivery shall be confirmed by an employee of the Buyer authorized to receive the goods.

4. delivery dates and delivery times

4. 1 The delivery dates stated in the order or assignment are fixed dates. The continuation of the Buyer's interest in performance or continuation of the contract shall be bound to the timeliness of the deliveries.

4. 2 The Purchaser shall be entitled to withdraw from the contract without further notice or to claim damages in lieu of performance without further notice if the Seller is in default.

4.3 If the Seller is in default with its delivery, the Buyer shall be entitled, without prejudice to any further claims for compensation and unless otherwise agreed, to demand a contractual penalty of 0.2% of the net order value per working day, but not more than 5% of the net order value of the goods delivered late. The Seller shall be entitled to prove a lesser damage. The reservation of the claim to the forfeited contractual penalty may still be asserted by the Buyer until the final payment.

4. 4 Acceptance and/or acceptance of a delayed delivery or service shall not constitute a waiver of the corresponding warranty and compensation claims.

4. 5 In case of delivery outside agreed times, the Buyer is not obliged to accept.

4. 6. the seller is not entitled to deliver early.

5. delivery notes

Delivery bills or other notifications of dispatch shall be sent to both the Buyer and the consignee in good time so that they are available at the latest with the delivery itself and before invoicing. The delivery bill or dispatch bill shall indicate, if available, the number of the Buyer's order letter or contract, the commission or construction project, as well as the place of delivery, the exact designation of the object of purchase, the quantity or other units of calculation.

6. retention of title

The transfer of ownership of the goods to the Buyer shall be unconditional and without regard to the payment of the purchase price. If, in a particular case, the Buyer accepts an offer of the Seller for transfer of title conditional on payment of the purchase price, the Seller's retention of title shall apply only to the extent that it relates to the payment obligation for the particular goods to which the Seller retains title. In this case, the Buyer is authorized to resell the goods in the ordinary course of business, even before payment of the purchase price, with advance assignment of the claim arising therefrom. Extended, forwarded and extended reservations of title to further processing are excluded.

7. set-off, right of retention, assignment

7.1 The Buyer shall be entitled to set-off and retention rights to the extent provided by law. The Seller may only invoke a right of set-off or retention to the extent that its claim is undisputed, acknowledged or has been finally determined by a court of law.

7. 2 The Seller's claims against the Buyer may only be assigned or pledged to third parties with the Buyer's written consent.

8. inspection and complaint

8. 1. the acceptance of the object of sale by the buyer does not imply the approval of the same as being in conformity with the contract.

8.2 The statutory provisions (§§ 377, 381 HGB) shall apply to the commercial obligation to inspect and give notice of defects with the following proviso: The Buyer's obligation to inspect upon receipt of the goods shall be limited to defects which become apparent upon external inspection including the delivery documents (e.g. transport damage, wrong delivery and short delivery). If acceptance has been agreed, there shall be no obligation to inspect the goods. Otherwise, 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. The Buyer's obligation to give notice of defects discovered later shall remain unaffected. Notwithstanding the duty to examine, a complaint (notice of defect) shall be deemed to have been made without undue delay and in good time if it is sent within 5 working days of discovery or, in the case of obvious defects, of delivery.

9 Limitation

9. 1 The mutual claims of the parties shall become statute-barred in accordance with the statutory provisions, unless otherwise stipulated below.

9.2 In deviation from § 438 para. 1 no. 2 lit. b) BGB, the general limitation period for claims for defects in items which have been used in accordance with their customary use for a building and have caused its defectiveness shall be 60 months from the transfer of risk. In other respects, the general limitation period for claims for defects shall be 36 months from the passing of risk, in derogation of Section 438 (1) No. 3 of the German Civil Code (BGB). Insofar as acceptance has been agreed, the limitation period shall commence upon acceptance. The limitation periods shall apply mutatis mutandis to claims arising from defects of title, whereby the statutory limitation period for third parties' claims in rem for surrender of possession (Section 438 (1) No. 1 BGB) shall remain unaffected; in addition, claims arising from defects of title shall in no case become time-barred as long as the third party can still assert the right against us - in particular in the absence of a limitation period.

9.3 The above extended periods shall apply - to the extent provided by law - to all contractual claims for defects. Insofar as the Buyer is also entitled to non-contractual claims due to a defect, the regular statutory limitation period shall apply (§§ 195, 199 BGB), unless the application of the above extended limitation periods leads to a longer limitation period in individual cases.

9.4 Insofar as the Buyer is entitled to recourse claims against the Seller on the basis of the provisions on supplier recourse (§§ 445a 478 BGB), § 445b BGB shall apply to the limitation of the recourse claims, but the limitation shall not occur before the expiry of the period stipulated in clause 9.2.

9.5 In the event of fraudulent concealment of a defect by the Seller (§§ 438 para. 3, 634 a para. 3 BGB) and insofar as the Buyer is also entitled to competing contractual and / or non-contractual claims for damages due to a defect, the regular statutory limitation period (§§ 195, 199 BGB) shall apply in this respect, but the limitation period shall not commence before expiry of the period regulated in clause 9.2. The statutory limitation periods under the Product Liability Act shall remain unaffected in any case.

9. 6 The warranty period for defects shall start anew if the Seller has acknowledged its liability for defects by subsequent delivery or repair. The delivery of a replacement item in accordance with § 439 BGB is considered an acknowledgement, unless the seller declares that he did not want to acknowledge the liability for defects.

10. defective performance

10. 1 The statutory provisions shall apply to the Buyer's rights in the event of material defects and defects of title (including wrong and short delivery as well as improper assembly, defective assembly, operating or operating instructions) and in the event of other breaches of duty by the Seller, unless otherwise stipulated below.

10. 2. in accordance with the statutory provisions, the seller shall be liable in particular for ensuring that the goods have the agreed quality at the time of transfer of risk, correspond to the current state of the art, are marketable in the country of destination and do not violate any statutory provisions of the country of destination.

10. 3. Unless otherwise agreed, the product descriptions which are the subject of the respective contract - in particular by designation or reference in the order - or which have been included in the contract in the same way as these GPC shall be deemed to be the agreement on the quality. It makes no difference whether the product description originates from the Buyer, the Seller or the manufacturer. 10. 4.

10.4 If the Seller fails to meet its obligation to remedy the defect - at the Buyer's option either by remedying the defect (repair) or by delivering a defect-free item (replacement) - within a reasonable period set by the Buyer, the Buyer may remedy the defect itself and demand reimbursement from the Seller of the expenses required for this purpose or a corresponding advance payment. If subsequent performance by the Seller has failed or is unreasonable for the Buyer (e.g. due to particular urgency, risk to operational safety or imminent occurrence of disproportionate damage), no deadline need be set; the Seller shall be informed of such circumstances without delay, if possible in advance.

10.5 The costs incurred by the Seller for the purpose of subsequent performance (including any installation and removal costs) shall be borne by the Seller. This shall also apply if it turns out that there was actually no defect. In the event of an unjustified request by the Purchaser to remedy a defect, the Purchaser shall only be liable for damages if it has recognized or was grossly negligent in not recognizing that there was no defect.

11 Recourse

11. 1 The Buyer shall be entitled to the legally determined recourse claims within a supply chain (supplier recourse pursuant to §§ 445a, 445b, 478 BGB) without limitation in addition to the defect claims. In particular, the Buyer shall be entitled to demand from the Seller exactly the type of subsequent performance (repair or replacement delivery) which he owes to his customer in the individual case. His legal right to choose the type of supplementary performance according to § 439 para. 1 BGB (German Civil Code) shall not be restricted hereby.

11.2 Before the Buyer acknowledges or fulfills a claim for defects asserted by its customer (including reimbursement of expenses pursuant to §§ 445a para. 1, 439 para. 2 and 3 BGB), it shall notify the Seller and request a written statement, briefly stating the facts of the case. If a substantiated statement is not made within a reasonable period of time and if no amicable solution is reached, the claim for defects actually granted by the Purchaser shall be deemed to be owed to its customer. In this case, the Seller shall have the burden of proof to the contrary.

11. 3. The Buyer's claims under supplier's recourse shall also apply if the goods have been further processed by the Buyer or one of its customers prior to their sale, e.g. by incorporation into another product.

12. force majeure

In the event of force majeure, such as labor disputes for which the Buyer is not responsible, official measures, energy or raw material shortages, transport bottlenecks or obstacles, pandemics, measures to combat or contain them, operational hindrances, e.g. by fire, water and / or machine damage or other disruptions in the course of operations for which the Buyer is not responsible and which are demonstrably of considerable influence, the Buyer shall be entitled to postpone acceptance of performance for the duration of the event of force majeure or the disruption, provided that the Buyer has informed the Seller immediately of the occurrence of the event of force majeure. If the event of force majeure or disruption lasts longer than one month, the Buyer may withdraw from the contract with respect to the part not yet performed, provided that the Buyer has immediately informed the Seller of the occurrence of the event of force majeure. Any rights of the Seller in case of force majeure shall remain unaffected. Force majeure is any external event caused by elementary forces of nature or by actions of third parties, which is unforeseeable according to human insight and experience, cannot be prevented or rendered harmless by economically acceptable means even by the utmost care reasonably to be expected in the circumstances, and cannot be accepted by the Buyer because of its frequency.

13. copyrights, confidentiality

13.1 The Buyer reserves all rights to drawings, plans, models or other technical or copyrightable documents handed over to the Seller, also in the event of the granting of patents or the protection of utility models.

13.2 The Seller shall be obliged to treat all technical and commercial documents handed over in strict confidence and also to oblige its employees and subcontractors accordingly. The obligation to maintain secrecy shall not apply if the information is already generally known or was demonstrably already known to the Seller prior to communication. The same shall apply if the information becomes generally known after disclosure without a breach of contract, becomes known to the Seller by third parties without such third parties breaching a confidentiality obligation, the information is developed by the Seller itself independently of the information provided by the Buyer or is disclosed by the Buyer to the public or must be disclosed due to statutory provisions. Infringements oblige to compensation for damages.

14 Prices, Invoicing

14.1 The agreed prices are fixed prices and are exclusive of statutory value added tax.

14. 2. unless otherwise agreed individually, the prices of the goods shall include the costs of freight, loading and unloading, transport packaging, transport to the place of installation, public fees and customs duties, quality certificates and return costs for circulating packaging.

14. 3 Invoices will only be processed if they are issued correctly according to tax law. If the number of the buyer's order letter or contract or the commission or construction project was indicated on the order, it is mandatory to indicate this on the invoice. It is urgent that the correct company within the Teupe Group is indicated.

14. 4. if remuneration according to time and material has been agreed upon, a detailed statement of expenses signed by the purchaser must be attached to the corresponding invoice for settlement.

14. 5. unless otherwise agreed, invoices due shall be paid within 14 days less 3% discount or net after 30 days.

14. 6. the discount period shall commence upon receipt of the proper invoice or, if the goods arrive after the invoice, upon complete delivery and performance (including any agreed acceptance).

14.7 Partial payments or other early invoice amounts shall not constitute recognition or acceptance of the (partial) services already rendered.

14.8 The Seller's claim to remuneration for modified or additional services, irrespective of the legal basis, shall be excluded if the Seller has not announced its additional claim to remuneration prior to performance and this has not been confirmed by the Buyer. This may be waived in individual cases due to urgency.

14. 9. The Buyer shall not owe any interest on arrears. The statutory provisions shall apply to default in payment. For the occurrence of default in payment, a reminder by the seller is required in any case.

15 Place of performance, place of jurisdiction, applicable law

15.1 In business transactions with merchants within the meaning of the German Commercial Code (HGB) as well as with legal entities under public law and with special funds under public law, the place of performance and jurisdiction for all disputes arising from and in connection with the contract shall be the principal place of business of the Buyer concluding the relevant contract. However, the Purchaser expressly reserves the right, in the event of legal disputes, to have recourse, if necessary, to the domestic or foreign court having general jurisdiction over the Seller.

15.2 The legal relationship between the Seller and the Buyer shall be governed exclusively by German law. The provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG) do not apply.

16 Severability Clause

16.1 Should individual provisions of these terms and conditions be or become invalid, this circumstance shall not affect the validity of the remaining rules.

16.2 In place of the invalid provision, the contracting parties shall agree on a provision that comes as close as possible in economic or legal terms to the purpose of the contract and the intentions of the contracting parties as permitted by law.

Status: July 2022