General Terms and Conditions of Sale (GTCS) - Domestic

1. scope of application

1.1 These General Terms and Conditions of Sale (GTCS) shall apply to all business relations of ROTHENBERGER Werkzeuge GmbH, Industriestraße 7, 65779 Kelkheim ("we" or "us") with our customers ("Buyer" or "Purchaser"). The GCS shall only apply if the Buyer is an entrepreneur (§ 14 BGB), a legal entity under public law or a special fund under public law. As a rule, we do not supply consumers (§ 13 BGB) directly.

1.2 The GCS apply in particular to contracts for the sale and/or delivery of movable goods ("goods"), irrespective of whether we manufacture the goods ourselves or purchase them from suppliers (§§ 433, 651 BGB). Unless otherwise agreed, the GCS in the version valid at the time of the Buyer's order or in any case in the version last notified to the Buyer in text form shall also apply as a framework agreement for similar future contracts without our having to refer to them again in each individual case.

1.3 Our GCS apply exclusively. Deviating, conflicting or supplementary General Terms and Conditions of the Buyer shall only become part of the contract if and to the extent that we have expressly consented to their application. This requirement of consent shall apply in any case, for example even if we carry out the delivery without reservation in the knowledge of the buyer's GTC.

1.4 Individual agreements made with the Buyer in individual cases (including ancillary agreements, supplements and amendments) shall take precedence over these GTCS. Subject to proof to the contrary, a written contract or our written confirmation shall be authoritative for the content of such agreements.

2. conclusion of contract

2.1 All offers are subject to confirmation. Catalogue and brochure details are only approximately authoritative. We reserve the right to make design changes. Technical documentation (e.g. drawings, plans, calculations, calculations, references to DIN standards) are non-binding for us, unless otherwise agreed.

2.2 The customer is bound to his order for 4 weeks. The purchase contract is concluded if we confirm acceptance of the order in writing within this period or have carried out the delivery.

2.3 Verbal, telephone and telex supplements, amendments and subsidiary agreements require written confirmation by us.

3. prices and terms of payment

3.1 Unless otherwise agreed or stated (e.g. for deliveries within Germany), the prices are EXW (INCOTERMS 2020), based on our respective stated location, excluding packaging, freight, postage, customs duties, surcharges, insurance, etc. plus VAT. These costs will be charged separately.

3.2 For orders not exceeding a net order value of € 250, we shall charge a minimum quantity surcharge of 10 % of the order value, but at least € 15.

3.3 Unless payment in advance has been agreed, payment for deliveries must be made within 30 days of the invoice date without deduction to one of our named accounts.

3.4 In the event of default of payment by the customer, we shall demand at least the statutory default interest. Further default claims, for example against merchants on the commercial due date interest (§ 353 HGB), remain unaffected.

3.5 Except in cases of a fixed price agreement, the parties undertake to agree on an appropriate price correction at the request of one party in accordance with the principles of good faith if, in the case of a contract running for a longer period of time, order-related costs for us increase or decrease demonstrably and significantly (more than 5%) for reasons for which we are not responsible, e.g. due to increased raw material prices or energy costs.

3.6 In the event of default in payment by the customer or in the event of justified doubts about his creditworthiness (including facts which already existed at the time of conclusion of the contract but which were not known to us or should have been known to us), we shall be entitled to demand advance payments or the provision of securities for any outstanding services before further execution of the order. After unsuccessful expiry of a reasonable grace period for the provision of such securities, we are entitled (without prejudice to further statutory rights) to withdraw from the contract.

3.7 If the customer has given us a SEPA direct debit mandate, the forthcoming direct debit collection will generally be announced in advance together with the invoice no later than 1 (one) calendar day before the due date of the direct debit (advance information/"pre-notification").

4. offsetting, right of retention.

The customer shall only be entitled to set-off rights if his counterclaims have been legally established or are undisputed or have been recognised by us. The customer is only entitled to exercise rights of retention insofar as his counterclaim is based on the same contractual relationship.

Scope of delivery, deviation from the order, procurement risk.

5.1 Our written order confirmation shall be decisive for the scope of delivery. Partial deliveries are permissible and will be noted on the delivery note.

5.2 If special tools or parts are ordered and an exact production of the number of pieces is not economically possible, we are entitled to exceed or fall short of the order quantity by up to 10%, but at least by two pieces, as is customary in the trade. The actual delivery quantity shall be invoiced.

5.3 If products are only available in a certain packaging unit, we reserve the right to round up to the next higher quantity of the packaging unit or to charge a surcharge of 10%.

5.4 We do not assume any procurement risk for goods to be delivered.

5.5 Incorrect freight for which the customer or his carrier is responsible shall be borne by the customer.

**6. delivery and performance time

6.1 Binding delivery times must be expressly agreed as such in writing. Other delivery dates not expressly agreed as binding are non-binding or approximate delivery times, which we shall endeavour to meet.

6.2 Exceptionally binding delivery periods shall run from the date of order confirmation by us, but not before all details of the order including delivery have been clarified and all requirements to be fulfilled by the ordering party have been met. If the customer requests changes after the order has been placed and we agree to the change, a new delivery period shall commence.

6.3.The day of delivery shall be the day of notification of readiness for dispatch. Deliveries before the expiry of the delivery period are permissible.

6.4 If events of so-called force majeure occur, of which we will be informed immediately in each case, the delivery period shall be extended by the duration of the hindrance. Force majeure shall include labour disputes, official interventions, shortages of energy and raw materials, operational hindrances through no fault of our own, such as fire, water and machine damage and all other hindrances which, viewed objectively, were not culpably caused by us. If a delivery date or a delivery period has been bindingly agreed and is exceeded by more than two months due to events of the aforementioned kind, the customer shall be entitled to withdraw from the contract due to the part not yet fulfilled.

6.5 In the case of so-called call-off orders, we may request a binding schedule two weeks after order confirmation. If the customer does not comply with this request within these two weeks or if he is in default of acceptance, we shall be entitled to set a two-week grace period and, after its expiry, to withdraw from the contract and claim damages. In principle, deliveries ordered on call must be accepted within six months of the date of the order confirmation, unless otherwise agreed.

6.6 If we are exceptionally responsible for non-compliance with bindingly agreed delivery dates, the buyer shall be entitled to compensation for the damage demonstrably incurred by him as a result of the delay, but limited in amount to a maximum of 0.5% of the value of the goods in delay for each full week of the delay and in total to a maximum of 5% of the value of the goods affected by the delay. Compensation for further damages, in particular lost profits and other indirect damages, is excluded in accordance with clause 9 of these GTC ("Limitation of Liability").

**7. Shipping and transfer of risk

7.1 Unless otherwise agreed or stated (e.g. for deliveries within Germany), all deliveries shall be made ex warehouse or ex works (see clause 3. of these GTCS), which is also the place of performance for any subsequent performance. Consequently, the Purchaser is responsible for transport/shipment and the risk of accidental loss or accidental deterioration shall pass to the Purchaser upon handover to the carrier/other person designated to carry out the shipment.

7.2 Likewise, the risk of accidental loss or accidental deterioration shall pass to the customer upon dispatch to the customer if we ship the goods to the customer at the latter's request. We reserve the right to choose the transport route and the means of transport. We are entitled, but not obliged, to insure deliveries on behalf of and for the account of the customer.

7.3 Delivery or acceptance shall be deemed to have taken place if the customer is in default of acceptance. In the event of default in acceptance, we shall also be entitled, but not obliged, to store the goods at the expense and risk of the customer.

7.4 In the event of a delivery stop due to a delay in payment or acceptance or for any other reason for which the Buyer is responsible, the risk of accidental loss/accidental deterioration shall pass to the Buyer at the latest upon notification of readiness for dispatch.

7.5 Goods notified as ready for dispatch must be called off immediately. Otherwise, we are entitled to dispatch them at our discretion or to store them at the expense and risk of the ordering party.

7.6 If acceptance is provided for or agreed, this must take place promptly after notification of readiness for acceptance in our respectively specified delivery plant. If acceptance does not take place despite a reasonable deadline being set or if the customer waives acceptance, we are entitled to dispatch the goods without acceptance or to store them at the expense and risk of the customer.

**8. warranty

8.1 The warranty period is 12 months from the transfer of risk. In contrast, the statutory period shall apply to claims under the Product Liability Act or due to injury to life, limb or health. Wear parts are excluded from the warranty. Unless an individual agreement has been made, we do not assume any quality guarantees. The performance of warranty work shall in no case constitute an acknowledgement of a defect.

8.2 Returns that are not based on a defect in the purchased item are not permitted. Should a return be permitted by way of exception on the basis of an express written agreement, a credit note shall only be issued after deduction of at least 25% of the purchase price. All costs of the return delivery shall be borne by the customer.

8.3 The purchaser's claims for defects presuppose that he has fulfilled his statutory obligations to examine the goods and give notice of defects (e.g. §§ 377, 381 HGB). Obvious defects must be notified to us in writing within eight calendar days of delivery, hidden defects within the same period of time from discovery. If the purchaser fails to carry out the proper inspection and/or give notice of defects, our liability for the defect not notified/not notified in time shall be excluded.

8.4 If the delivered item is defective, we may choose whether to provide subsequent performance by remedying the defect (subsequent improvement) or by delivering an item free of defects (replacement delivery). The supplementary performance does not include the removal of the defective item or the re-installation if we were not originally obliged to install it. The customer must give us the time and opportunity required for the subsequent performance owed, in particular hand over the goods complained about for inspection purposes. In the event of a replacement delivery, the customer must return the defective item to us.

8.5 If it turns out after inspection that there is no defect, we may demand reimbursement from the buyer of the costs incurred as a result of the unjustified complaint (in particular inspection and transport costs), unless the lack of defectiveness was not recognisable to the buyer.

8.6 Claims of the buyer for damages or reimbursement of futile expenses shall also exist in the case of defects only in accordance with clause 9 of these GTC and are otherwise excluded.

8.7 The above limitation periods of the law on sales also apply to contractual and non-contractual claims for damages of the Buyer based on a defect of the goods, unless the application of the regular statutory limitation period (§§ 195, 199 BGB) would lead to a shorter limitation period in the individual case.

**9. limitation of liability

9.1 Claims for damages, irrespective of the legal grounds, are excluded, unless we can be accused of intent or gross negligence or it concerns a not only insignificant breach of essential contractual obligations (para. 2). Where we are liable for simple negligence, liability is limited to compensation for foreseeable, typical, direct damage. In particular, compensation for indirect damage such as loss of profit, loss of production and use and financial losses due to claims by third parties is excluded.

9.2 Material contractual obligations are those obligations that protect material contractual positions of the customer, which the contract must grant him according to its content and purpose, as well as those contractual obligations whose fulfilment makes the proper execution of the contract possible in the first place and on whose compliance the customer regularly relies and can rely.

9.3 The aforementioned limitations of liability shall also apply in the event of breaches of duty by or in favour of persons for whose fault we are responsible in accordance with statutory provisions. They shall not apply if we have fraudulently concealed a defect, in the case of guarantees granted by way of exception, for claims of the customer under the Product Liability Act or due to injury to life, limb or health.

10. rental containers and rental pallets.

10.1 If we make the ordered goods available to the orderer on Euro pallets or other reusable packaging, these must be exchanged by the orderer within 7 calendar days for replacement items of the same type and value or returned to us. If this does not happen, we shall be entitled to invoice the pallets/packaging used to the customer at the replacement price.

10.2 In the case of gas deliveries, rental containers or pallets shall only be provided to the customer on a rental basis for the transport, storage and own consumption of the purchased gases. Any other use or transfer to third parties is prohibited. After emptying, the customer must return the containers and pallets to us immediately at his own expense.

10.3 The customer is liable for all damage, contamination and loss of rental containers or pallets and is obliged to inform us immediately in such cases.

10.4 For rented containers provided to the Customer, which have not been used for a reasonable period of more than three months, we may demand as security an amount equal to the list price for new containers of the same type applicable at the time of purchase. This amount shall be due immediately. As soon as the customer returns a container for which he has provided the security, he shall receive the security back without interest less any repair costs. If the Purchaser does not return the containers, the security amount shall be offset against the compensation to be paid by the Purchaser. Any residual contents of returned containers shall not be remunerated.

**11. retention of title

11.1 We retain title to the delivered goods until all claims against the ordering party arising from the business relationship have been settled in full (current account reservation). Processing or alteration shall always be carried out in the name of and on behalf of, but without any obligation on our part and without loss of ownership.

11.2 The parties agree that the retention of title shall also apply as an extended retention of title. The customer is entitled to sell the goods in the normal course of business. Other dispositions are prohibited, in particular the agreement of assignment prohibitions with customers is prohibited, which could cause our ownership to lapse.

11.3 The customer hereby assigns to us all claims to which he is entitled from the use of the reserved goods. If the goods are sold with third-party items or used as material, the assignment shall only cover the share of the proceeds corresponding to the co-ownership share.

11.4 The right to resell the object of sale shall lapse if the customer suspends payment or is in default of payment. In this case, we shall be entitled to disclose the assignment and to collect the claim ourselves. The customer must notify us immediately in writing if an application is made to open insolvency proceedings against his assets.

11.5 The customer is only entitled to collect assigned claims in the ordinary course of business. He shall immediately report any seizure of the reserved goods by third parties and bear the costs of any intervention. The customer shall adequately insure the goods subject to retention of title at his own expense, in particular against theft, water, breakage, fire and other damage at replacement value. He shall treat the reserved goods with care, in particular observe the intended maintenance and use instructions.

11.6 We undertake to release the securities at the request of the customer to the extent that the realisable value of the security exceeds the claim to be secured by more than 10%. The selection of the securities to be released shall be incumbent upon us.

11.7 In the event of non-payment of the due purchase price despite the expiry of a reasonable period of grace or its dispensability, we shall be entitled to withdraw from the contract in accordance with the statutory provisions and/or to demand the return of the goods on the basis of the retention of title. The demand for return does not at the same time include the declaration of withdrawal; we are rather entitled to demand only the return of the goods and to reserve the right of withdrawal.

11.8 For the duration of the retention of title, we shall be entitled to all rights from property insurance policies taken out by the customer for the goods subject to retention of title in the event of damage. Unless otherwise agreed, benefits from such insurance policies are to be used in full for the repair of the delivery item. If, in the event of severe damage, repair is waived with our consent, the insurance benefit shall be used to repay the purchase price and any ancillary claims we may have.

**12. Resale and Export Restrictions

12.1 In the event of an intended resale of the goods, the Buyer undertakes to comply with the statutory export restrictions and other provisions, in particular the War Weapons Control Act and the Export Act, as well as international trade restrictions, boycotts and UN sanctions.

12.2 If the customer violates the obligations incumbent on him under para. 1 and if we incur damage as a result or if a fine or administrative fine is imposed on us, the customer shall indemnify us to this extent.

**13 Applicable Law, Place of Jurisdiction

13.1 The law of the Federal Republic of Germany shall apply to these GCSD and the contractual relationship between us and the Buyer to the exclusion of international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.

13.2 The exclusive place of jurisdiction, including international jurisdiction, for all disputes arising directly or indirectly from the contractual relationship shall be Frankfurt am Main. However, we are also entitled in all cases to bring an action at the place of performance of the delivery obligation in accordance with these GTCS or a prior individual agreement or at the general place of jurisdiction of the Buyer. Overriding statutory provisions, in particular on exclusive jurisdiction, shall remain unaffected.

**14. severability clause

Should individual provisions of these GTC be or become invalid or void, this shall not affect the remaining provisions. The parties undertake to replace the invalid provision with a legally valid provision that comes as close as possible to its economic objective.

**Status: November 2020

Supplementary delivery and payment conditions for deliveries within Germany:

Price surcharges:

Hazardous goods: € 9.50 surcharge for hazardous goods, per delivery Example: Product no. 035510-A

Soldering material: The prices for soldering material depend largely on the current silver and copper prices. Price surcharges due to increased raw material prices are reserved; please ask for the current prices.

Shipping / shipping costs within Germany:

The shipment is carried out by us via a carrier of our choice. We charge a flat rate for this:

• Value of goods up to € 250.00: Flat rate of € 12.00 net, plus surcharge for small quantities in accordance with section 3 subsection 2 of the GCS (10%, minimum € 10; from 01.01.2021: € 15).
• Value of goods up to € 399.99: Flat rate of € 12.00 net.
• Value of goods from € 400.00: free delivery.

Payment of deliveries within Germany: 30 days net from date of invoice (no discount).