Terms of Sale

of the Springtec Group, comprising:

C. W Hanebeck Söhne GmbH, Kalthofer Feld 11, 58640 Iserlohn

Springtec Löw GmbH, Gartenstraße 24, 69256 Mauer

Springtec Innology GmbH, Golsberger Straße 10, 58579 Schalksmühle

Friedhelm Nüsken GmbH; Auf der Löbke 13, 58553 Halver

Middermann & Finking GmbH, Brabeckstraße 49, 58642 Iserlohn

Schrimpf & Schöneberg GmbH & Co. KG, Scheffelsstraße 12-14, 58636 Iserlohn

(Version: 2020)

Scope

1. These Terms of Sale apply to every (supply) framework agreement (hereinafter referred to as the “Agreement”) and all individual contracts and/or orders under an Agreement (hereinafter referred to as an “Individual Contract”) with entrepreneurs, legal entities under public law and special funds under public law (hereinafter referred to as the “Partner”).

Our deliveries and services are provided exclusively on the basis of these Terms of Sale. They also apply to all future orders and contractual relationships between the Partner and us.

Any terms and conditions of the Partner which we have not expressly acknowledged shall have no validity.

General Provisions

2. The contracting parties shall promptly confirm oral agreements in writing and in detail.

Where these Terms of Sale provide for or require written form, text form (Section 126 b of the German Civil Code (BGB)) shall suffice to satisfy the written form requirement.

3. Orders shall only become binding upon our order confirmation.

4. The information and illustrations contained in brochures and catalogues are approximate values customary in the industry, unless we have expressly designated them as binding.

5. We are entitled to reject even those delivery call-offs and orders of the Partner which are placed on the basis of Agreements, and to refuse performance of existing Agreements and Individual Contracts and their extension, if it becomes apparent that our claim for payment would be jeopardised by the Partner’s lack of ability to perform.

This shall be the case in particular if the Partner’s creditworthiness is rated by Euler Hermes as “High Risk” (rating level 7) or worse, if and to the extent that acceptance of the delivery call-off or order would exceed the sum insured made available to us by our trade credit insurer to secure our claims against the Partner, or if, after conclusion of the Agreement or Individual Contract, our trade credit insurer increases our deductible for any default by the Partner by more than … percentage points compared with the deductible at the time of conclusion. The provisions of Clauses 6, 25 and 39, Section 321 BGB and any other statutory rights to refuse performance and rights of retention shall remain unaffected.

6. We are entitled to terminate Agreements and Individual Contracts without notice for good cause.

Good cause shall exist in particular if, after conclusion of the Agreement, it becomes apparent that our claims for payment arising under the Agreement are jeopardised by the Partner’s lack of ability to perform – Clause 5, paragraph 2 shall apply accordingly – and the Partner, despite being requested to do so, fails to provide credible assurances of its ability to perform within a reasonable period.

The provisions of Clauses 25 and 39 and any other statutory rights of termination and withdrawal shall remain unaffected.

7. Should individual parts of these Terms of Sale be or become invalid, this shall not affect the validity of the remaining provisions.

Long-Term and Call-Off Agreements, Price Adjustment

8. We may terminate Agreements and Individual Contracts which are concluded for an indefinite term or have a term of more than 5 years (“Long-Term Agreements”) by giving 6 months’ notice to the end of a month.

9. If a significant change in labour, material or energy costs occurs in the case of Long-Term Agreements, either contracting party shall be entitled to request negotiations on an appropriate adjustment of the price taking these factors into account.

10. If no binding order quantity has been agreed, we shall base our calculation on the non-binding order quantity expected by the Partner for a specified period (target quantity).

If the Partner takes delivery of less than the target quantity, we shall be entitled to increase the unit price appropriately. If the Partner takes delivery of more than the target quantity, we shall reduce the unit price appropriately, provided that the Partner has announced the additional requirement at least … months before delivery.

11. In the case of supply agreements on a call-off basis, unless otherwise agreed, binding quantities must be notified to us by a call-off at least … months before the delivery date.

Additional costs caused by a late call-off or subsequent changes by our Partner to the timing or quantity of the call-off shall be borne by the Partner, unless it is not responsible for the delay or subsequent change; our calculation shall be decisive in this respect.

Confidentiality

12. The Partner shall use all documents (including samples, models and data) and knowledge received in the course of the business relationship solely for the purposes jointly pursued and shall keep them confidential from third parties with the same care as corresponding documents and knowledge of its own, if we have designated them as confidential or have an obvious interest in their confidentiality.

This obligation shall commence upon the first receipt of the documents or knowledge and shall end 36 months after the end of the business relationship.

13. This obligation shall not apply to documents and knowledge which are generally known or which were already known to the Partner upon receipt without it being subject to a confidentiality obligation, which are subsequently disclosed by a third party authorised to disclose them, or which are developed by the Partner without using documents or knowledge of our company which must be kept confidential.

The provisions of the German Trade Secrets Act (GeschGehG) shall remain unaffected.

Drawings and Descriptions

14. If we provide the Partner with drawings or technical documents relating to the goods to be supplied or their manufacture, these shall remain our property.

Samples and Production Equipment

15. Unless otherwise agreed, the manufacturing costs of samples and production equipment (tools, moulds, templates, etc.) shall be invoiced separately from the goods to be supplied. This shall also apply to production equipment which must be replaced due to wear and tear.

16. We shall bear the costs of maintenance and proper storage and the risk of damage to or destruction of the production equipment.

17. If the Partner suspends or terminates the cooperation during the manufacture of the samples or production equipment, it shall bear all manufacturing costs incurred up to that point.

18. Ownership of production equipment which we manufacture or procure ourselves shall only pass to the Partner upon full payment.

The production equipment shall remain in our possession, even if the Partner has paid for it, at least until the supply agreement has been fully performed. Thereafter, the Partner shall be entitled to demand the return of the production equipment if an agreement has been reached on the time of its return, any manufacturing costs to be reimbursed have been paid in full and the Partner has fulfilled its contractual obligations in full.

19. We shall store the production equipment free of charge for three years after the last delivery to our Partner. We shall then request our Partner in writing to state within 6 weeks how it is to be used further. Our obligation to store the production equipment shall end if, within these 6 weeks, neither a response is received nor a new order is placed.

20. We shall use customer-specific production equipment owned by the Partner for supplies to third parties only with our Partner’s prior written consent.

Prices

21. Our prices are in euros and exclude value added tax, packaging, freight, postage and insurance.

Terms of Payment

22. All invoices are due for payment within 30 days of the invoice date without any cash discount.

23. If we have supplied goods which are undisputedly partially defective, our Partner shall nevertheless be obliged to pay for the non-defective portion, unless the partial delivery is of no interest to it. Otherwise, the Partner may set off claims for reimbursement of the costs of remedying defects or completing performance; other counterclaims may only be set off if they have been finally adjudicated, are ready for decision or are undisputed. Any right of retention or right to refuse performance on the part of the Partner shall likewise exist only within these limits.

24. If the payment period is exceeded, we shall be entitled to charge default interest at the rate charged to us by the bank for overdraft facilities, but at least the statutory default interest and the lump sum pursuant to Section 288, paragraphs 2 and 5 BGB.

25. In the event of default in payment, we may suspend performance of our obligations after notifying the Partner in writing until the payments have been received.

26. Bills of exchange and cheques shall only be accepted by written agreement, only on account of performance and subject to their eligibility for discounting. Discount charges shall be calculated from the date on which the invoice amount falls due. Any guarantee of timely presentation of the bill of exchange or cheque and of the noting of a protest for non-payment of a bill of exchange is excluded.

Delivery

27. Unless otherwise agreed, we shall deliver “ex works”. Our notification that the goods are ready for dispatch or collection shall be decisive for compliance with the delivery date or delivery period.

28. The delivery period shall commence upon dispatch of our order confirmation and shall be extended appropriately if the conditions set out in Clause 57 apply.

29. Partial deliveries are permissible to a reasonable extent. They shall be invoiced separately.

30. Overdeliveries or underdeliveries due to manufacturing reasons are permissible within a tolerance of up to 5 percent of the total order quantity. The total price shall change accordingly in proportion to their extent.

Dispatch and Transfer of Risk

31. The Partner must promptly take delivery of goods notified as ready for dispatch. Otherwise, we shall be entitled, at our discretion, to dispatch them or store them at the Partner’s expense and risk.

32. In the absence of a special agreement, we shall select the means of transport and the transport route.

33. Risk shall pass to the Partner upon handover to the railway, forwarding agent or carrier, or upon commencement of storage, but no later than when the goods leave the factory or warehouse, even if we have undertaken to deliver the goods.

Delay in Delivery

34. Stated delivery dates are non-binding unless we have expressly confirmed them in writing as a “binding delivery date” or they have been agreed as binding.

If we can foresee that the goods cannot be delivered within the delivery period, we shall promptly notify the Partner in writing, inform it of the reasons and, where possible, state the anticipated delivery date.

35. If delivery is delayed by a circumstance listed in Clause 57 or by an act or omission of the Partner, such as the late provision of necessary information or documents, an extension of the delivery period appropriate to the circumstances shall be granted.

36. The Partner shall only be entitled to withdraw from an Agreement or Individual Contract if we are responsible for the failure to meet the delivery date and a reasonable additional period for performance set by the Partner has expired without performance.

Retention of Title

37. We retain ownership of the goods supplied until all claims arising from the business relationship with the Partner have been satisfied.

38. The Partner is entitled to sell these goods in the ordinary course of business as long as it fulfils its obligations arising from the business relationship with us on time. However, it may neither pledge the goods subject to retention of title nor transfer ownership of them by way of security. It is obliged to safeguard our rights when reselling the goods subject to retention of title on credit.

39. In the event of a breach of duty by the Partner, in particular default in payment, we shall be entitled to withdraw from the Individual Contract and take back the goods after a reasonable period for performance set for the Partner has expired without performance; the statutory provisions on circumstances in which setting a period is unnecessary shall remain unaffected. The Partner is obliged to surrender the goods.

40. The Partner hereby assigns to us by way of security all claims and rights arising from the sale or any rental permitted to the Partner of goods in which we hold ownership rights. We hereby accept the assignment.

41. Any working or processing of the goods subject to retention of title by the Partner shall always be carried out on our behalf. If the goods subject to retention of title are processed or inseparably mixed with other items not belonging to us, we shall acquire co-ownership of the new item in proportion to the invoice value of the goods subject to retention of title relative to the other processed or mixed items at the time of processing or mixing.

If our goods are combined or inseparably mixed with other movable items to form a single item and the other item is to be regarded as the principal item, the Partner shall transfer proportionate co-ownership to us to the extent that it owns the principal item. The Partner shall hold the solely owned or co-owned property in custody for us. In all other respects, the same provisions shall apply to the item resulting from processing, combining or mixing as to the goods subject to retention of title.

42. The Partner must promptly inform us of any enforcement measures by third parties against the goods subject to retention of title, the claims assigned to us or other security, and provide us with the documents necessary for intervention. This shall also apply to impairments of any other kind.

43. If the total value of the existing security exceeds the secured claims by more than 10 percent, we shall be obliged, at the Partner’s request, to release security of our choice to that extent.

Defects in Goods

44. The quality and characteristics of the goods shall be determined exclusively by the agreed technical delivery specifications. If we are required to supply goods in accordance with drawings, specifications, samples, etc. provided by our Partner, the Partner shall bear the risk of their suitability for the intended purpose. The condition of the goods at the time of transfer of risk pursuant to Clause 33 shall be decisive for their conformity with the contract.

44 a. In our deliveries, we comply with the applicable statutory provisions of the European Union (EU) and the Federal Republic of Germany. This applies, for example – where relevant – to the REACH Regulation (Regulation EC No. 1907/2006), the German Electrical and Electronic Equipment Act (ElektroG), the German Ordinance on the Restriction of the Use of Hazardous Substances in Electrical and Electronic Equipment (ElektroStoffV) and the German End-of-Life Vehicles Ordinance (AltfahrzeugV) as German implementations of EU Directives 2011/65/EU (RoHS 2), 2012/19/EU (WEEE Directive) and EU Directive 2000/53/EC.

We shall inform the Partner of relevant changes to the goods, their availability for delivery, possible uses or quality, in particular those caused by the REACH Regulation, and agree appropriate measures with the Partner in each individual case.

45. We shall not be liable for defects in goods caused by unsuitable or improper use, incorrect assembly or commissioning by the Partner or third parties, normal wear and tear, or incorrect or negligent handling, nor for the consequences of improper modifications or repairs carried out by the Partner or third parties without our consent. The same shall apply to defects which reduce the value or fitness for use of the goods only insignificantly.

46. Unless otherwise agreed, the limitation period for claims relating to defects in goods shall be governed by law.

47. The Partner’s warranty rights are conditional upon its proper fulfilment of the inspection and notification obligations incumbent upon it under Section 377 of the German Commercial Code (HGB). If acceptance of the goods or an initial sample inspection has been agreed, notification of defects which the Partner could have identified during careful acceptance or initial sample inspection shall be excluded.

48. We must be given the opportunity to establish the defect complained of. Goods which are the subject of a complaint must be returned to us promptly upon request; we shall bear the transport costs if the complaint is justified. If the Partner fails to fulfil these obligations or makes changes to the goods already complained of without our consent, it shall lose any claims relating to defects in goods.

49. In the event of a justified complaint made in due time, we shall, at our discretion, repair the goods complained of or supply a defect-free replacement.

50. If we fail to fulfil these obligations, or fail to fulfil them in accordance with the contract within a reasonable time, the Partner may set us a final deadline in writing within which we must fulfil our obligations. After this deadline has expired without performance, the Partner may demand a reduction in the price, withdraw from the individual purchase contract, or carry out the necessary repair itself or have it carried out by a third party at our expense and risk. Reimbursement of costs shall be excluded to the extent that expenses increase because the goods have been moved to another location after our delivery, unless this corresponds to the intended use of the goods.

51. Statutory rights of recourse of the Partner against us shall exist only to the extent that the Partner has not entered into agreements with its customer which go beyond the statutory claims for defects. The last sentence of Clause 50 shall also apply accordingly to the scope of the rights of recourse.

Other Claims, Liability

52. Unless otherwise provided below, any other or further claims of the Partner against us are excluded. This applies in particular to claims for damages arising from a breach of duties under the contractual obligation and from tort. We shall not be liable for damage which has not occurred to the supplied goods themselves. In particular, we shall not be liable for loss of profit or other financial losses of the Partner.

53. The above limitations of liability shall not apply in cases of intent, gross negligence on the part of our legal representatives or senior executives, or culpable breach of material contractual obligations, i.e. obligations whose fulfilment is essential to the proper performance of the contract and on whose fulfilment the contracting party regularly relies and is entitled to rely. In the event of a culpable breach of material contractual obligations, we shall be liable – except in cases of intent or gross negligence on the part of our legal representatives or senior executives – only for reasonably foreseeable damage typical of the contract.

54. The limitation of liability shall also not apply in cases where liability arises under the German Product Liability Act for personal injury or damage to privately used property caused by defects in the goods supplied. It shall also not apply in the event of injury to life, limb or health or the absence of warranted characteristics, if and to the extent that the warranty was specifically intended to protect the Partner against damage which has not occurred to the supplied goods themselves.

Finally, the limitation of liability shall also not apply if we have concluded a purchase contract with the Partner and are obliged to reimburse the expenses necessary for the purpose of subsequent performance pursuant to Section 439, paragraph 3 BGB.

55. To the extent that our liability is excluded or limited, this shall also apply to the personal liability of our salaried employees, workers, other staff, legal representatives and persons employed in the performance of our obligations.

56. The statutory provisions governing the burden of proof shall remain unaffected.

Force Majeure

57. Force majeure, industrial disputes, riots, armed conflicts, terrorist attacks, official measures, failure of our suppliers to deliver, epidemics and other unforeseeable, unavoidable and serious events shall release the contracting parties from their performance obligations for the duration of the disruption and to the extent of its effects. This shall also apply if these events occur at a time when the contracting party concerned is in default, unless it has caused the default intentionally or through gross negligence. The contracting parties are obliged, to the extent reasonably possible, to provide the necessary information promptly and to adapt their obligations to the changed circumstances in good faith.

Place of Performance, Jurisdiction and Applicable Law

58. Unless otherwise agreed, our registered office shall be the place of performance.

59. Our registered office shall be the place of jurisdiction for all legal disputes arising out of or in connection with an Agreement or Individual Contract, including proceedings relating to bills of exchange and cheques. We shall also be entitled to bring an action at the Partner’s registered office.

60. The contractual relationship shall be governed exclusively by the law of the Federal Republic of Germany.