AGB

General Terms and Conditions of ID: Industrial Dynamics GmbH

1. validity of the conditions

1.1. Our offers, sales and deliveries shall be made on the basis of these Terms and Conditions of Sale and Delivery; this shall also apply in ongoing business relations, even if no reference is made to them in ongoing correspondence. Purchasing conditions of the purchaser or other deviating agreements shall only apply if we confirm them in writing.

1.2. References or counter-confirmations by the Buyer with reference to its terms and conditions of purchase are hereby expressly rejected.

2. offer and conclusion of contract

2.1. Our offers are subject to change and can therefore be revoked by us at any time until receipt of the written declaration of acceptance by the purchaser, e.g. by means of an order, or, if no declaration of acceptance is made beforehand, until delivery of the delivery item.

2.2. Orders of the purchaser (offers in the legal sense) shall only become legally binding upon our written order confirmation or upon our delivery of the delivery items. The buyer is bound to his order/offer for 14 days. This period begins from the date of receipt of the order by us. During this 14-day period, we are entitled to refuse the conclusion of this contract. If there is no rejection on our part during this period or if the goods are delivered before this period, the contract shall be concluded by way of exception even without our order confirmation.

2.3. The information contained in catalogs, brochures, circulars, advertisements, illustrations and price lists regarding weights, dimensions, capacity, prices, services are to be understood as exemplary representations. If this information is to constitute a contractual condition, this requires express agreement. Otherwise, the contractually owed properties of our products are exclusively based on our product specification. Any ideas expressed unilaterally by the purchaser shall be disregarded.

3. scope of delivery

3.1. The scope of the deliveries shall be determined by our specifications in the order confirmation or, if there is no order confirmation, by the specifications in our offer.

3.2. The purchaser assumes full responsibility for the correctness of the documents to be supplied by him, such as drawings, gauges, samples and the like. All information about dimensions and the like require written confirmation by us.

3.3. Samples are supplied against charge only.

4. prices

4.1. Our prices are ex works plus VAT at the respective statutory rate. Additional costs for packaging, transport, insurance, customs, product certification for the sales territory, etc. will be invoiced. This also applies to agreed partial deliveries and express shipments

4.1.1. In the case of services within the European Union, the customer must provide his VAT identification number in good time before the contractually agreed delivery date as proof of his exemption from VAT. In the event of failure to provide timely and complete notification, we reserve the right to charge the applicable sales tax.

4.1.2. In the case of services outside the European Union, we shall be entitled to charge the statutory value-added tax subsequently if the customer does not send us proof of export within one month of the respective shipment.

4.4. Cost estimates are only binding in written form.

5 Delivery time, delay, liquidated damages

5.1. The delivery time shall be the date specified in writing in our order confirmation. If the purchaser does not provide the documents to be procured by him in due time or if he does not comply with his individual contractual obligations (e.g. advance payment, keeping the deadline for the release of the approval drawing, etc.), the delivery period shall be extended accordingly by this period of delay.

5.2. The delivery period shall be deemed to have been complied with if, by the time it expires, the delivery item has left our works or we have made the delivery items available for delivery and notified the Buyer that they are ready for dispatch.

5.3. Insofar as the Purchaser incurs damage due to a delay, the compensation shall be limited to 0.5% for each full week of the delay, but in total not more than 5% of the value of that part of the total delivery which is delayed. We reserve the right to prove a lesser damage. Any consequential damages are also expressly excluded. The limitation of liability shall not apply in the event of intent or gross negligence.

6.force majeure/self-delivery reservation

6.1. If we are prevented from fulfilling our obligation after conclusion of the contract due to the occurrence of unforeseeable, unusual circumstances which we were unable to avert despite exercising reasonable care in the circumstances of the case, in particular operational disruptions, official sanctions and interventions, delays in the delivery of essential raw materials, energy supply difficulties, the delivery period shall be extended to a reasonable extent – insofar as these circumstances lead to delays. If delivery becomes impossible due to these circumstances, we shall be released from the obligation to deliver.

6.2. In the event of strike and lockout, the delivery period shall be extended to a reasonable extent insofar as these events lead to delays. If delivery becomes impossible, we shall be released from our delivery obligation.

6.3. If we prove that, despite careful selection of our suppliers and despite conclusion of the necessary contracts on reasonable terms, we are not supplied by our suppliers on time, the delivery period shall be extended by the period of the delay caused by the failure of the suppliers to deliver on time. In case of impossibility of delivery by the suppliers, we are entitled to withdraw from the contract.

6.4. If the hindrance in the cases of clauses 6.1 to 6.3 lasts longer than 2 months, both contracting parties shall be entitled to withdraw from the contract with regard to the parts not yet fulfilled.

7. payment

7.1. As long as the buyer is not in default of payment from previous deliveries from us and as long as there is no significant deterioration in the financial circumstances of the buyer that endangers our claim to payment, the buyer is entitled to make his payment within 30 days, calculated from the respective invoice date.

7.2. In the case of outstanding invoices of the purchaser, payments shall be deemed to cover the oldest due claim in each case.

7.3. If the Buyer is in default, we shall be entitled to charge interest from the relevant date at the interest rate charged by the commercial bank for open overdrafts, but at least 9% above the respective base interest rate of the Deutsche Bundesbank. They are to be set lower if the buyer proves a lower burden to us.

7.4. If the purchaser is in default of payment from previous deliveries or if, after conclusion of the contract, there is a significant deterioration in the purchaser’s financial circumstances which jeopardizes our claim to counter-performance, payment must be made concurrently with delivery of the delivery items. The buyer can avert the delivery step by step by providing a security in the amount of the purchase price. By placing an order, the buyer guarantees his solvency or creditworthiness. In case of doubts about this, in particular negative notices from credit insurers, we can withdraw from the fulfillment of the contract or demand appropriate securities or advance payments within 4 working days. In the event of fruitless expiry of the deadline, we may withdraw from the contract. In the event that contractually agreed securities are not provided within the agreed deadlines, we already withdraw from the contract. In the event of withdrawal, we may demand compensation for damages, in particular the costs of procuring input material which cannot be used elsewhere. In the event of default in payment, we may combine all quantities still to be delivered in one delivery and make delivery conditional upon payment of all invoices due and an advance payment on invoices still to be paid. Furthermore, we shall be entitled to declare all outstanding claims at the time of default of payment immediately due and payable, irrespective of the legal grounds, in particular irrespective of the contractual relationship, and to terminate any installment payment agreements. As long as not all outstanding claims have been settled, we shall have the right of retention with regard to all goods not yet delivered or other services to be rendered.

7.5. The prices of the offer are valid only when ordering the full scope of the offered services.

8. retention of title

8.1. The delivered goods remain our property until full payment of the purchase price. Insofar as the validity of the retention of title in the country of destination is linked to special prerequisites or special formal requirements, the customer shall ensure that these are fulfilled.

8.2. The purchaser is entitled to resell the goods subject to retention of title in the normal course of business; however, he is only permitted to pledge or assign them as security with our consent.

8.3. The purchaser hereby assigns to us the purchaser’s claim arising from the resale of the reserved goods; we accept the assignment. Notwithstanding the assignment and our

right of collection, the purchaser shall be entitled to collect as long as he fulfills his obligations towards us and does not fall into financial collapse.

8.4. At our request, the Buyer shall provide us with the information on the assigned claim required for collection, and in particular provide us with a list of the debtors with their names and addresses, the amount of the claim and the date the invoice was issued, and notify the debtors of the assignment.

8.5. Any processing of the goods subject to retention of title shall be carried out by the purchaser on our behalf without any obligations arising for us from this. In the event of processing, combination and mixing of the reserved goods with other goods not belonging to us, we shall be entitled to the resulting co-ownership share in the new item in the ratio of the invoice value to the other processed goods at the time of processing, combination or mixing. If the purchaser acquires sole ownership of the new item, the contracting parties agree that the purchaser shall grant us co-ownership of the new item in proportion to the invoice value of the processed or combined or mixed goods subject to retention of title and shall keep them for us free of charge.

8.6. If the goods subject to retention of title are resold together with other goods, irrespective of whether without or after processing, combination or mixing, the advance assignment agreed above shall only apply to the amount of the invoice value of the goods subject to retention of title which are resold together with the other goods.

8.7. The purchaser must inform us immediately of any compulsory execution measures by third parties against the reserved goods or the claim assigned in advance, handing over the documents necessary for an intervention.

8.8. The authorization of the Buyer to dispose of the reserved goods and to collect the assigned claim shall expire in the event of the Buyer’s default in payment, in the event of bill and check protests as well as in the event of the Buyer’s financial collapse – in particular in the event of the filing of a petition for composition and/or bankruptcy. In such cases, we shall in particular be entitled to take possession of the reserved goods and the Buyer shall be obliged to surrender the reserved goods to us without us having to declare our withdrawal from the contract beforehand. The purchaser shall also be obliged to surrender the goods subject to retention of title to us if he has combined them with other movable items and disassembly is required for surrender. This obligation shall only not apply if our delivery item has become an essential component of a uniform item within the meaning of § 947 BGB. If the purchaser is a registered trader, the taking back of the reserved goods shall only constitute a withdrawal from the contract if we expressly declare such withdrawal.

8.9. We undertake to release the securities to which we are entitled in accordance with the above provisions at our discretion at the Buyer’s request to the extent that their value exceeds the claim by 10% or more.

8.10. Insofar as one of the above clauses should not be effective under the law applicable to ownership relationships in each case, a retention of title shall be deemed agreed in each case to the extent permitted by the applicable law. Insofar as formal acts, such as registration of the collateral, are required for legal effectiveness, the Buyer shall notify us thereof and cooperate in the legally effective execution of such acts; if the Buyer violates the above obligations, it shall be obligated to compensate us for the resulting damage.

9. complaints and rights in case of defects

9.1. The purchaser is obliged to check our delivery items for defects immediately after acceptance of the goods, but no later than 24 hours after receipt of delivery. Appropriate sampling shall also be performed as part of this review.

9.2. Complaints due to incomplete or incorrect deliveries or due to defects identifiable in accordance with clause 9.1 must be notified to us in writing without delay and the defective parts in question must be returned to us at our request. Hidden defects that cannot be detected even by random sampling must be reported to us immediately after their discovery. If complaints or defects are not notified in time, the delivery shall be deemed to have been approved to the exclusion of claims for incomplete, incorrect and defective delivery.

9.3. The obligation to inspect and give notice of defects also extends to the delivery of a quantity that is too large or too small.

9.4. If the delivery items are defective or if they become defective within the limitation period for claims for defects of 12 months from the date of delivery, we shall – at our discretion – either deliver a replacement or repair the defect. The above limitation period may be extended in individual cases; this may also be due to information in the operating instructions, e.g. in the case of certain wearing parts (however, this does not constitute a guarantee of durability).

9.5. If we allow a reasonable period of grace granted to us to elapse without having supplied a replacement or remedied the defect, or if the remedy of the defect fails, the purchaser shall be entitled to rescind the contract or reduce the purchase price, at his option.

9.6. We shall bear the full costs for the delivery of a defect-free item. The expenses of a defect-free item to the extent that the delivery of the defect-free item takes place at the place of performance agreed in the delivery contract. Costs arising from the fact that the delivery items were taken to another location shall be borne by the Buyer.

9.7. No claims for defects of the buyer exist:

9.7.1. In case of damage caused by improper handling or overuse by the buyer or his customers;

9.7.2. If legal or installation and treatment regulations issued by us are not followed by the buyer or his customers, unless the defect is not due to this non-observance;

9.7.3. If the delivery item was created on the basis of the Purchaser’s specifications, in particular according to drawings provided by the Purchaser, and the defect in the delivery item is attributable to these specifications/drawings.

9.7.4. When solving a design task specified by the buyer, which at the time of its realization corresponded to the state of the art in science and technology at that time.

9.8. If the buyer has made a claim against us for rights in the event of defects and it turns out that either there is no defect or the claimed defect is based on a circumstance that does not oblige us to provide a warranty, the buyer shall reimburse us for all costs incurred as a result.

10. other liability

10.1. Our liability for material breach of contract, in particular with regard to the quality of goods, shall be unlimited in cases of intentional or grossly negligent conduct as well as in cases in which the breach of contract causes damage to the

health as a result. In all other cases of material breach of contract, liability shall be limited to the damage objectively foreseeable at the time of conclusion of the contract. Insofar as the law applicable to the assessment of the effectiveness of these terms and conditions permits a limitation of liability to a wider extent or an exemption from liability, this shall be deemed to have been agreed.

10.2. Our liability for the breach of non-essential contractual obligations, such as the secondary obligation to advise the buyer, is excluded for cases of slight negligence; liability for intentional or grossly negligent conduct and in cases where the breach of contract results in damage to health remains. Insofar as the law applicable to the assessment of the effectiveness of these terms and conditions permits a limitation of liability to a wider extent or an exemption from liability, this shall be deemed to have been agreed.

10.3. We cooperate with the buyer on all measures that prevent risks to product users or anticipate action by market regulators (market correction measures). The decisive factor here is the assessment by the market supervisory authorities. Measures triggering costs require our prior consent as a matter of principle. Reimbursement of costs shall only be made in accordance with Section 10.1 and to the extent that such reimbursement is provided for under the relevant statutory provisions.

11.1. The Buyer shall be responsible for checking whether the documents provided by the Buyer do not infringe any third-party rights, in particular copyrights, industrial property rights (design patents, patents, utility patents, trademarks). If claims are asserted against us by third parties due to the use, exploitation or duplication of the documents and templates provided by the Buyer on account of the infringement of copyrights and/or industrial property rights or on account of the infringement of the law against unfair competition, the Buyer shall support us in the defense against such infringements and shall reimburse us for all damages (including attorney’s fees and litigation costs) incurred by us as a result.

11.2. Our deliveries and services are subject to the proviso that there are no obstacles to their fulfillment due to national or international export control regulations (in particular embargoes or other sanctions). The Buyer undertakes to provide us with all information and documents required for the export or shipment. If there are delays due to export inspections or approval procedures, these shall override deadlines and delivery times. If required approvals are not granted or if the delivery or service cannot be approved, the contract shall be deemed not to have been concluded with regard to the parts concerned. We are entitled to terminate the contract without notice if the termination is necessary for us to comply with national and international regulations. In the event of termination under this clause, the Buyer shall not be entitled to claim any damages or assert any other rights on account of the termination. In the event that the goods delivered by us are passed on to third parties in Germany and abroad, the Buyer shall comply with the applicable provisions of national and international export law.

11.3. Insofar as the Buyer obtains knowledge of information which is confidential for us (information which is marked as confidential or which obviously has to be regarded as confidential, such as information about internal processes or the design of our products), he shall treat such information as strictly confidential. Any disclosure to third parties is prohibited. Use may only take place for the purposes determined by us. Upon our request, the information including all copies thereof (unless there are legal obligations to retain it) shall be surrendered without delay; the complete surrender shall be assured to us in writing. The foregoing provisions shall not apply to publicly available information or such information which the Buyer has lawfully obtained.

12.1. If the goods are sent to the Buyer at the Buyer’s request, the risk of accidental loss and accidental deterioration of the delivery item shall pass to the Buyer upon handover of the delivery item to the forwarding agent, carrier or shipping agent. This shall also apply if the shipment is not made from the place of performance and/or if we bear the freight costs.

12.2. If the goods are ready for shipment and the shipment is delayed for reasons for which the Buyer is responsible, the risk shall pass to the Buyer upon receipt of the notice of readiness for shipment. If delivery or acceptance is delayed or does not take place as a result of circumstances for which we are not responsible, the risk shall pass to the customer on the date of notification of readiness for delivery or acceptance. We undertake to take out insurance policies requested by the customer at the customer’s expense.

12.3. We reserve the right to make reasonable partial deliveries. The provisions on the transfer of risk shall also apply if partial services are rendered or if further services are to be rendered by us.

12.4. The customer may not refuse acceptance of the service in the event of insignificant defects and deviations in quantity, without prejudice to its rights under Section 9.

13.1. Place of performance for payment and for delivery is 08294 Lößnitz / OT Grüna.

13.2. The law of the Federal Republic of Germany shall apply to these Terms and Conditions of Sale and Delivery as well as to the legal relations between us and the Buyer arising from this contract, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG). If the Buyer has its registered office/residence outside the Federal Republic of Germany, the preceding sentence shall apply.

13.3. The place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be Chemnitz. If we act as plaintiff, we shall, however, be entitled – but not obligated – to bring an action before the court having jurisdiction over the Buyer’s registered office.

13.4. Subsidiary agreements, reservations, amendments and supplements require our written confirmation to be valid.

13.5. If any provision in these Terms and Conditions of Sale and Delivery or any provision within the scope of other agreements with reference to the supply contract is or becomes invalid, the validity of all other provisions or agreements shall not be affected thereby.

Valid from 10.09.2021