General Terms and Conditions of the Grunewald Group

§1
Validity
1.
All deliveries, services and offers are made exclusively on the basis of our General
Terms and Conditions of Delivery. These are an integral part of all contracts that we conclude with our contractual partners (hereinafter also referred to as the buyer
) for the deliveries or services offered. They shall also apply to all
future deliveries, services or offers to the Buyer, even if they are not separately agreed again
.
2.
Terms and conditions of the Buyer or third parties shall not apply, even if we do not separately object to their validity in
individual cases. Even if we refer to a letter that contains or refers to
terms and conditions of the buyer or a third party, this does not constitute
agreement with the validity of those terms and conditions.

§2
Offer and conclusion of contract
1.
All our offers are subject to change and non-binding, unless they are expressly marked as binding
or contain a specific acceptance period. We can accept orders or commissions
within 14 days of receipt.
2.
The legal relationship between us and the buyer shall be governed solely by the written
contract, including these General Terms and Conditions of Delivery. This fully reflects all agreements between the
contracting parties. Verbal commitments on our part prior to the conclusion of the contract are
not legally binding and verbal agreements between the contracting parties are replaced by the written contract
unless it is expressly stated in each case that they continue to be binding.
3.
Additions and amendments to the agreements made, including these General
Terms and Conditions, must be made in writing to be effective. To comply with the written form requirement,
transmission by fax is sufficient; otherwise, transmission by telecommunication, in particular by email, is not
sufficient.
Information provided by us on the subject matter of the delivery or service (e.g. weights, dimensions,
utility values, load capacity, tolerances and technical data) as well as our representations of the same
(e.g. drawings and illustrations) are only approximate, unless the usability for the
contractually intended purpose requires exact conformity. They are not guaranteed
characteristics, but descriptions or identifications of the delivery or service.
Customary deviations and deviations that occur due to legal regulations or
represent technical improvements, as well as the replacement of components with equivalent parts are
permissible, provided they do not impair the usability for the contractually intended purpose.
We reserve the right of ownership or copyright to all offers and
cost estimates submitted by us as well as drawings, illustrations,
calculations, brochures, catalogs, models, tools and other documents and aids made available to the buyer.
The buyer may not make these items accessible to third parties, either as such or
in terms of content, disclose them, use them himself or through third parties or reproduce them without our express consent.
At our request, he must return these items in full and destroy any copies made
if they are no longer required by him in the ordinary course of business
or if negotiations do not lead to the conclusion of a contract.

§3
Prices
The prices apply ex works Bocholt including loading at the factory, but excluding packaging.
Value added tax at the respective statutory rate is added to the prices. All costs
of shipment ex works Bocholt shall be borne by the buyer.

§4
Terms of payment
Invoice amounts are to be paid within 30 days of the due date and receipt of the invoice, unless otherwise agreed in writing at
. The date of receipt by us shall be decisive for the date of payment.
Checks shall only be deemed payment after they have been cashed. If the buyer does not pay by the due date, the
outstanding amounts shall bear interest at a rate of 8 percentage points above the base interest rate from the date of default to
. The assertion of higher interest and further damages in the event of default remains unaffected
.
Offsetting against counterclaims of the buyer or the retention of payments due to
such claims is only permitted if the counterclaims are undisputed or have been legally established
.

§5
Delivery periods
1.
Advised delivery periods are non-binding unless they have been expressly assured. In the case of
additional orders, amendments or additions to the original order, even assured
delivery periods are invalid. The delivery deadline shall be deemed to have been met if the delivery item
has left the factory by the time it expires. However, the delivery period shall not commence before the buyer has provided the documents, approvals, releases to be procured by
and receipt of an agreed down payment.
Partial deliveries are permissible
Unforeseen events beyond the seller’s control, e.g.
operational disruptions, force majeure, strike, non-timely receipt of materials – at the factory or at the
subcontractor – shall extend the delivery period appropriately until the aforementioned obstacles have ended.
2.
We shall not be liable for impossibility of delivery or for delays in delivery insofar as these are caused by force majeure
or other events not foreseeable at the time of conclusion of the contract (e.g. operational disruptions of any kind, difficulties in the supply chain).
operational disruptions of any kind, difficulties in procuring materials or energy,
transport delays, strikes, lawful lockouts, shortages of labor, energy or
raw materials, difficulties in obtaining the necessary official permits,
official measures or the failure of
suppliers to deliver, to deliver correctly or on time) for which we are not responsible. If such events make delivery
or performance significantly more difficult or impossible and the hindrance is not only of
temporary duration, we are entitled to withdraw from the contract. In the event of hindrances
of a temporary nature, the delivery and performance deadlines shall be extended or the delivery and
performance dates shall be postponed by the period of the hindrance plus a reasonable start-up period. Insofar as
the buyer cannot reasonably be expected to accept the delivery and service as a result of the delay, he may
withdraw from the contract by immediate written declaration to us.
3.
If we are in default with a delivery or service, or if a delivery or service becomes impossible, irrespective of
the legal grounds, our liability for damages shall be limited in accordance with § 8 of these
General Terms and Conditions of Delivery.

§6
Transfer of risk
The risk is transferred to the buyer at the latest when the delivery parts are dispatched. However, if the
dispatch is delayed due to the Buyer’s conduct, the risk shall pass to the
Buyer from the time of readiness for dispatch.

§7
Liability for material defects and defects of title
1.
The warranty period is 1 year from delivery or, if acceptance is required, from
acceptance.
2.
The delivered items must be carefully inspected immediately after delivery to the buyer or to the third party designated by the buyer
. They shall be deemed to have been approved unless we receive a written notice of defects with regard to obvious defects or other defects that were recognizable immediately. They shall be deemed approved if we have not received a written
notice of defects with regard to obvious defects or other defects which were recognizable during an immediate,
careful inspection within 7 working days after delivery of the delivery item
or otherwise within 7 working days after discovery of the defect or any earlier point in time at
which the defect was recognizable for the customer during normal use of the delivery item without closer
inspection. At our request, the rejected delivery item
shall be returned to us carriage paid. In the event of a justified notice of defects, we shall reimburse the costs of the cheapest
shipping route; this shall not apply if the costs increase because the delivery item is located at a
place other than the place of intended use.
3.
In the event of material defects in the delivered items, we shall initially be obliged and entitled to choose between repair or replacement delivery within a reasonable period of time to be determined by
. In the event of
failure, i.e. the impossibility, unreasonableness, refusal or unreasonable delay
of the repair or replacement delivery, the buyer may withdraw from the contract or reduce the purchase price
appropriately.
4.
If a defect is due to our fault, the buyer may demand compensation for damages under the conditions specified in § 8
.
5.
The warranty shall lapse if the buyer modifies the delivery item
or has it modified by third parties without our consent and this makes it impossible or unreasonably difficult to rectify the defect
. In any case, the Buyer shall bear the additional costs of remedying the defect arising from the modification
.
6.
Any delivery of used items agreed with the Buyer in individual cases shall be made under
exclusion of any warranty for material defects.

§8
Liability for damages due to fault
1.
Our liability for damages, irrespective of the legal grounds, in particular due to
impossibility, delay, defective or incorrect delivery, breach of contract, breach of obligations
during contract negotiations and tort, shall be limited in accordance with this paragraph insofar as it is a matter of fault
in each case.
2.
We shall not be liable in the event of simple negligence on the part of our executive bodies, legal representatives, employees or
other vicarious agents, insofar as this does not involve a breach of material contractual obligations.
Essential to the contract are the obligation to deliver and install the delivery item free of material
defects in good time as well as
duties of advice, protection and care which are intended to enable the buyer to use the
delivery item in accordance with the contract or to protect the life and limb of the buyer’s personnel
or to protect the buyer’s property from significant damage.
3.
Insofar as we are liable for damages in accordance with § 8 paragraph 2, this liability is limited to damages
which we foresaw as possible consequences of a breach of contract when the contract was concluded
or which we should have foreseen if we had exercised due care. Indirect damage and
consequential damage resulting from defects in the delivery item are also only eligible for compensation if
such damage is typically to be expected when the delivery item is used as intended
.
4.
In the event of liability for simple negligence, our obligation to pay compensation for damages and any further financial losses resulting therefrom
shall be limited to an amount of € per claim, even if it
is a breach of material contractual obligations.
5.
The above exclusions and limitations of liability shall apply in the same case in favor of our
bodies, legal representatives, employees and other vicarious agents.
6.
Insofar as we provide technical information or act in an advisory capacity and this information or advice is not
part of the contractually agreed scope of services owed, this is done free of charge and
to the exclusion of any liability.
7.
The limitations of this paragraph do not apply to liability for willful conduct, for
guaranteed characteristics, for injury to life, limb or health
or under the Product Liability Act.

§9
Retention of title
1.
The following agreed retention of title serves to secure all existing current
and future claims on our part against the buyer arising from the existing
supply relationship between the parties, including balance claims from a
current account relationship limited to this delivery.
2.
The goods delivered by us to the buyer remain our property until full payment of all secured
claims. The goods and the goods covered by the
retention of title which take their place in accordance with this clause are hereinafter referred to as reserved goods.
3.
The buyer shall store the reserved goods for us free of charge.
4.
The buyer is entitled to process and sell the reserved goods in the ordinary course of
business until the realization event occurs. Pledges and transfers by way of security are
not permitted.
5.
If the reserved goods are processed by the buyer, it is agreed that the processing is carried out in our
name and for our account as manufacturer and that we directly acquire ownership or – if the
processing is carried out from materials of several owners or the value of the processed item is higher than
the value of the reserved goods – co-ownership (fractional ownership) of the newly created item in the
ratio of the value of the reserved goods to the value of the newly created item. In the event that
no such acquisition of ownership should occur in our favor, the buyer hereby transfers his
future ownership or – in the above-mentioned ratio – co-ownership of the newly created item to us as security at
.
If the goods subject to retention of title are combined or inseparably mixed with other items to form a uniform item or if one of the other items is to be regarded as the main item, we shall,
insofar as the main item belongs to us, transfer co-ownership of the uniform item to the Buyer on a pro rata basis in the ratio stated in sentence 1.
6.
In the event of the resale of the goods subject to retention of title, the purchaser hereby assigns to us by way of security the resulting claim against the purchaser
– in the case of co-ownership on our part of the goods subject to retention of title on a pro rata basis
in accordance with the co-ownership share. The same applies to other claims which take the place of
the reserved goods or otherwise arise with regard to the reserved goods, such as
insurance claims or claims arising from tort in the event of loss or destruction. We
revocably authorize the buyer to collect the claims assigned to us in his own name.
We may only revoke this direct debit authorization in the event of realization.
7.
If third parties seize the reserved goods, in particular by attachment, the buyer shall immediately inform them of
our ownership and inform us of this in order to enable us to enforce our ownership rights
. If the third party is not in a position to reimburse us for the
court or out-of-court costs incurred in this connection, the Buyer shall be liable to us.
8.
We shall only release the goods subject to retention of title and the items or claims taking their place at our discretion at the request of
if their value exceeds the amount of the secured claims by more than
50%.
9.
If we withdraw from the contract
in the event of breach of contract by the Buyer, in particular in the event of default in payment, we shall be entitled to demand the return of the goods subject to retention of title.

§ 10
Copyrights
Plans and technical documents which are handed over to the buyer before or after conclusion of the contract
remain our exclusive property. The Buyer may not use, copy or reproduce them
or hand them over or disclose them to third parties without our consent.

§ Section 11
Place of jurisdiction, place of performance, final provision
1.
This contract is subject to the German Civil Code and the German Commercial Code.
The place of performance for all deliveries and services arising from this contract, including those
arising from checks or bills of exchange, is the registered office of the seller. The place of jurisdiction for all disputes arising from the
contractual relationship is the registered office of the seller, provided that the contracting parties
are merchants, legal entities under public law or special funds under public law. However, the
Seller shall be entitled to bring an action before the court having jurisdiction over the Buyer.
2.
Insofar as the contract or the General Terms and Conditions of Delivery contain loopholes, those legally effective provisions shall be deemed to have been agreed for
filling these loopholes which the
contracting parties would have agreed in accordance with the economic objectives of the contract and the purpose of these General Terms and Conditions of
Delivery if they had been aware of the loophole.