General Terms and Condi­tions of Sale and Delivery of AC DITTER GmbH, Hausa­cher Strasse 21, 77716 Haslach, Germany As of: August 8, 2024

Scope of Appli­ca­tion The follo­wing terms and condi­tions apply only to entre­pre­neurs (Unter­nehmer), legal entities under public law, or special funds under public law.

I. Appli­ca­tion

Orders shall only become binding upon the Suppli­er’s written order confir­ma­tion. Amend­ments and supple­ments should be made in text form. All offers are subject to change unless they are expressly designated as firm offers. In the case of ongoing business relati­onships, these terms and condi­tions shall also apply to future transac­tions in which explicit reference is not made to them, provided that they were received by the Customer in connec­tion with an order previously confirmed by the Supplier. The Custo­mer’s terms and condi­tions of business shall not apply unless they are expressly recognized by the Supplier. Should indivi­dual provi­sions be or become invalid, the remai­ning terms and condi­tions shall remain unaffected thereby.

II. Prices

In case of doubt, prices are quoted ex works, exclu­sive of freight, customs duties, import fees, and packa­ging, plus value-added tax (VAT) at the statu­tory rate. The Supplier reserves the right to adjust the agreed prices to compen­sate for changed costs, in parti­cular in the event of changes in statu­tory regula­tions, labor and material costs, energy costs, and trans­port costs. The price increase shall become effec­tive upon written notice from AC DITTER regar­ding the price change (increase or reduc­tion). The price change shall only be made to the extent that the change in costs for the relevant cost element affects the change in costs of the entire product in relation to the period between the conclu­sion of the delivery agree­ment and the delivery of the product. If the price is agreed to depend on the weight of the parts, the final price shall be deter­mined by the weight of the approved initial samples. The Supplier is not bound to previous prices in the case of new orders (= follow-up orders). The Supplier shall notify the Customer without delay if an event of force majeure, as set forth in paragraph 1, occurs. The Supplier shall keep impairm­ents to the Customer as low as possible, if neces­sary by releasing the molds for the duration of the hindrance.

III. Reten­tion of Title

Deliveries shall remain the property of the Supplier until all claims to which the Supplier is entitled against the Customer have been satis­fied, even if the purchase price for speci­ally designated claims has been paid. In the case of an open account, the retained title to the deliveries (reserved goods) shall serve as security for the Suppli­er’s balance claim. If, in connec­tion with the payment of the purchase price, a liabi­lity of the Supplier based on a bill of exchange is estab­lished, the reten­tion of title shall not expire before the bill of exchange has been honored by the Buyer as the drawee. Any proces­sing or conver­sion by the Customer shall be carried out on behalf of the Supplier, exclu­ding the acqui­si­tion of owner­ship pursuant to Section 950 of the German Civil Code (BGB); the Supplier shall become co-owner of the resul­ting item in propor­tion to the net invoice value of its goods to the net invoice value of the goods to be processed or converted, which item shall serve as reserved goods to secure the Suppli­er’s claims pursuant to paragraph 1. In the event of proces­sing (combination/mixing) with other goods not belon­ging to the Supplier by the Customer, the provi­sions of Sections 947, 948 BGB shall apply, with the conse­quence that the Suppli­er’s co-owner­ship share in the new item shall now be deemed to be reserved goods within the meaning of these terms and condi­tions. The Customer is only permitted to resell the reserved goods in the ordinary course of business and on the condi­tion that the Customer likewise agrees on a reten­tion of title with its custo­mers in accordance with paragraphs 1 to 3. The Customer is not entitled to make any other dispo­si­tions regar­ding the reserved goods, in parti­cular pledging them or assig­ning them as security. In the event of resale, the Customer hereby assigns to the Supplier, here and now until all claims of the Supplier have been satis­fied, the claims arising from the resale and other justi­fied claims against its custo­mers with all ancil­lary rights. At the Suppli­er’s request, the Customer is obliged to provide the Supplier immedia­tely with all infor­ma­tion and to hand over all documents required to assert the Suppli­er’s rights against the Custo­mer’s custo­mers. If the reserved goods are resold by the Customer after proces­sing in accordance with paragraph 2 and/or 3 together with other goods not belon­ging to the Supplier, the assign­ment of the purchase price claim in accordance with paragraph 5 shall only apply in the amount of the invoice value of the Suppli­er’s reserved goods. If the value of the securi­ties existing for the Supplier exceeds its total claims by more than 10%, the Supplier shall, at the Custo­mer’s request, be obliged to release securi­ties of the Suppli­er’s choice to that extent. Seizures or confis­ca­tions of the reserved goods by third parties must be reported to the Supplier immedia­tely. Any inter­ven­tion costs arising there­from shall in any case be borne by the Customer, unless they are borne by third parties. If the Supplier makes use of its reten­tion of title by taking back reserved goods in accordance with the dynamic provi­sions above, it shall be entitled to sell the goods by private treaty or to have them auctioned. The reserved goods shall be taken back at the proceeds achieved, up to a maximum of the agreed delivery prices. Further claims for damages, in parti­cular loss of profit, are reserved.

IV. Terms of Payment

All payments are to be made in € (EURO) exclu­si­vely to the Supplier. Unless other­wise agreed, the purchase price for deliveries or other services shall be payable with a 2% cash discount within 14 days (receipt on the Suppli­er’s account) as well as without deduc­tion within 30 days (receipt on the Suppli­er’s account) after the invoice date. The granting of a cash discount is subject to the settle­ment of all earlier due, undis­puted invoices. No cash discount shall be granted for any payments made by bill of exchange. If the agreed payment deadline is exceeded, interest shall be charged at the statu­tory interest rate of 8 percen­tage points above the respec­tive base interest rate of the ECB, unless the Supplier proves a higher loss. The Customer reserves the right to prove a lower loss. The right to reject checks or bills of exchange is reserved. Checks and redis­coun­table bills of exchange are accepted for proces­sing purposes only; all costs associated there­with shall be borne by the Customer. The Customer may only offset or assert a right of reten­tion if its claims are undis­puted or have been legally estab­lished by a court of law. Continued non-compli­ance with payment terms or circum­s­tances that justify serious doubts about the Custo­mer’s credit­wort­hi­ness shall result in the immediate maturity of all claims of the Supplier. Further­more, in this case, the Supplier is entitled to demand advance payments for deliveries still outstan­ding and to withdraw from the contract after the unsuc­cessful expiry of a reasonable grace period.

V. Molds (Tools)

The price for molds also includes the costs for one-time sampling, but not the costs for testing and proces­sing fixtures or for modifi­ca­tions initiated by the Customer. Costs for further samplings for which the Supplier is respon­sible shall be borne by the Supplier. Unless other­wise agreed, the Supplier is and shall remain the owner of the molds manufac­tured for the Customer by the Supplier itself or by a third party commis­sioned by it. Molds will only be used for orders of the Customer as long as the Customer meets its payment and accep­tance obliga­tions. The Supplier is only obliged to replace these molds free of charge if they are required to fulfill an output quantity guaran­teed to the Customer. The Suppli­er’s obliga­tion to store the molds shall expire two years after the last delivery of parts from the mold and prior notifi­ca­tion of the Customer. If it is agreed that the Customer is to become the owner of the molds, owner­ship shall pass to the Customer after full payment of the purchase price for them. The physical handover of the molds to the Customer shall be replaced by the storage of the molds in favor of the Customer. Irrespec­tive of the Custo­mer’s statu­tory right to delivery and the lifespan of the molds, the Supplier is entitled to exclu­sive posses­sion thereof until the termi­na­tion of the contract. The Supplier must mark the molds as third-party property and, at the Custo­mer’s request, insure them at the Custo­mer’s expense. In the case of the Custo­mer’s own molds pursuant to paragraph 3 and/or molds provided on loan by the Customer, the Suppli­er’s liabi­lity with regard to storage and care shall be limited to the same care as it exercises in its own affairs. Costs for mainten­ance and insurance shall be borne by the Customer. The Suppli­er’s obliga­tions shall expire if, after comple­tion of the order and a corre­spon­ding request, the Customer does not collect the molds within a reasonable period of time. As long as the Customer has not fully complied with its contrac­tual obliga­tions, the Supplier shall in any case have a right of reten­tion to the molds.

VI. Provi­sion of Materials

If materials are supplied by the Customer, they must be delivered at the Custo­mer’s expense and risk with an appro­priate quantity surcharge of at least 5% in a timely manner and in perfect condi­tion. If these requi­re­ments are not met, the delivery time shall be extended accor­dingly. Except in cases of force majeure, the Customer shall bear the additional costs incurred, inclu­ding those resul­ting from manufac­tu­ring inter­rup­tions.

VII. Place of Perfor­mance and Juris­dic­tion (Venue)

The place of perfor­mance is the location of the supplying plant. The place of juris­dic­tion (venue) shall be, at the Suppli­er’s option, the Suppli­er’s regis­tered office or the Custo­mer’s regis­tered office, inclu­ding for lawsuits invol­ving documents, bills of exchange, and checks. German law shall apply exclu­si­vely. The appli­ca­tion of the United Nations Conven­tion of April 11, 1980 on Contracts for the Inter­na­tional Sale of Goods (CISG) is excluded.