General Terms and Conditions for Sales, Deliveries, and Contracts

of TECE SE, Hollefeldstraße 57, 48282 Emsdetten

1. What These Conditions Cover

1.1 ECE SE, Hollefeldstr. 57, 48282 Emsdetten (from now on, "TECE") provides all its goods, services, and offers only under these terms and conditions. These terms will apply to all future business relationships, even if we don't specifically agree to them again. By accepting our goods or services, you agree to these terms. We do not accept any opposing terms or conditions from the buyer, like their own business or purchase conditions.

1.2 We can only change these terms if TECE confirms the changes in writing.

1.3 These general sales and delivery terms apply to our business dealings with all our customers. A customer can be a consumer or a business.

You are a consumer if you are buying our goods or services mainly for personal use, not for your business or self-employed work.

You are a business f you are a person or company (including public bodies) acting for your business or self-employed work when you enter into a contract with us. This includes legal entities under public law and special public funds, as defined in § 310 Abs. 1 BGB (German Civil Code).

2. Offers and How Contracts Are Made

2.1 If your order is considered an offer (according to § 145 BGB), TECE can accept it within 4 weeks.

2.2 TECE owns the rights (like copyright) to all pictures, drawings, calculations, data, and other documents we provide. You must not share them with others. This also applies to any information, especially written documents, marked as confidential. You need TECE's clear written permission before sharing them with anyone else.

2.3 Drawings, pictures, measurements, weights, or other performance details are only binding if we specifically agree to them in writing. These details are not guarantees about the product's quality or features.

3. Advice on Using Our Products

3.1 TECE gives advice on how to use our products, like installation guides, operating instructions, or help with measurements, to the best of our knowledge. However, any information or advice we give about how suitable our products are for your planned uses does not stop you from doing your own checks and tests. This advice is generally not binding and does not create a contract or extra duties from the delivery contract, unless we specifically agree to something different in writing. For those special cases, points 3.2 and 3.3 below apply.

3.2 TECE is only responsible for advice on product use if we acted with intent or gross negligence. This applies fully to advice about new product developments. In other cases, TECE is also responsible for simple negligence, but only if we break a very important contract duty. In such cases, we are not responsible for lost profits, damages from claims by others against you, or other indirect damages.

If TECE is not accused of intentionally breaking the contract, our responsibility for damages is limited to the damage that was foreseeable and would typically occur.

4. Delivery Times and Delays

4.1 The delivery time TECE gives starts only after all technical questions have been clarified.

4.2 The dates and times TECE mentions are not binding unless we specifically agree otherwise in writing. TECE generally does not take on risks related to getting materials.

4.3 If there are delays in delivery or service because of force majeure (unforeseeable circumstances) or events that make delivery much harder or impossible for TECE (like strikes, lockouts, etc.), TECE can delay deliveries or services for the time the problem lasts, plus a reasonable start-up period. The same applies if these problems happen with TECE's suppliers or their sub-suppliers.

4.4 We reserve the right to receive correct and timely deliveries from our own suppliers.

4.5 If TECE has not delivered a due service as agreed, you cannot cancel the contract and/or claim damages for the whole service or compensation for wasted expenses, as long as TECE's breach of duty is minor.

4.6 TECE only goes into default (delay) if you send a reminder, unless the law or contract states otherwise. Reminders and setting deadlines from you must be in writing to be valid.

4.7 TECE can only meet its delivery duties if you fulfill your duties correctly and on time. We reserve the right to refuse performance if you have not fulfilled your part of the contract. TECE can deliver and perform in parts at any time.

4.8 If TECE does not deliver a due service, or does not deliver it as agreed, you can cancel the contract. You can also claim damages instead of performance or compensation for wasted expenses, but only if TECE is at fault for breaking a contract duty and you have set a reasonable deadline for us to perform or fix the issue, and that deadline has passed without success.

4.9 You must link the deadline mentioned in point 4.8 with a clear statement that you will refuse the delivery and claim the rights mentioned in point 4.8 against TECE if the deadline passes without success.

4.10 If the service has already been partly performed, you can only claim damages for the whole service if it affects your interest in the complete service. You can only cancel the entire contract in this case if you can prove that you have no interest in the partial service.

4.11 If TECE is delayed due to reasons we are responsible for, we are not liable for damages in cases of simple negligence. This limit on responsibility does not apply if the delay is because TECE negligently broke an important contract duty. In these cases, TECE's liability is limited to the typical, foreseeable damage (as explained in point 4.13). If TECE intentionally breaks the contract, we are liable according to legal rules. In all cases of delayed deliveries, even after any deadline you set for TECE, further claims for compensation from you are not possible. This does not apply if we are legally required to be liable in cases of intent, gross negligence, and personal injury; this does not change the burden of proof to your disadvantage.

4.12 If you are late in accepting delivery or if you break other cooperation duties, TECE can claim its legal rights. The risk of accidental loss or damage to the goods passes to you at the latest when you are in default of acceptance.

4.13 If TECE is delayed, you can claim compensation for each full week of delay of 0.5%, up to a maximum of 10% of the price of the part of the delivery that could not be used because of the delay. This is for cases of simple negligence (as mentioned in point 4.11), provided you can prove that you suffered damages.

5. Risk Transfer and Packaging

5.1 Unless we agree otherwise, delivery is "ex-works Emsdetten" (meaning from TECE's warehouse in Emsdetten). The risk passes to you as soon as the shipment is given to the transport company or has left TECE's warehouse for shipment. This also applies if TECE handles the transport with its own staff.

5.2 If shipment becomes impossible through no fault of TECE, the risk passes to you when we notify you that the goods are ready for shipment.

5.3 If you want, TECE will cover the delivery with transport insurance; you will pay for these costs.

5.4 We do not take back transport and other packaging materials used only once, as per the Packaging Ordinance. The exceptions are reusable transport items like pallets, mesh boxes, pressure cylinders, etc. You are responsible for disposing of single-use packaging at your own cost. Reusable transport items are only lent to you. You must return them in proper condition, meaning empty and undamaged. If these transport items are dirty or damaged, you will pay for the repair costs or compensate TECE for their value if repair is impossible.

6. Prices and Payments

6.1 The prices listed in TECE's current price lists, plus the legal sales tax, are what apply. Additional deliveries and services will be charged separately.

6.2 Unless otherwise agreed, prices are "ex-works Emsdetten" (from TECE's factory in Emsdetten) and include standard packaging.

6.3 Unless we specifically agree otherwise, the invoice amount is due 30 days after the invoice is issued, without any deductions.

6.4 If you are late with payments, TECE can claim the rights given by § 288 BGB (German Civil Code).

6.5 You can only offset claims (deduct money you owe us) if your counterclaims have been legally confirmed, are undisputed, or TECE has agreed to them. Also, you can only withhold payment if your counterclaim is based on the same contract.

6.6 If TECE becomes aware of anything that questions your creditworthiness, TECE can ask for advance payments or security, without affecting other legal claims.

6.7 Checks and bills of exchange, which TECE reserves the right to accept, are only considered payment after they have been cashed. Any discount and bank fees are your responsibility.

6.8 Goods are delivered under retention of title (TECE keeps ownership until fully paid) according to these terms. If TECE agrees with you to pay the purchase price through the check/bill of exchange process, this retention of title also covers the cashing of the bill of exchange accepted by TECE and does not end when the payment is credited.

7. Warranty (Guarantee)

7.1 Your warranty rights depend on you properly inspecting the goods and reporting any problems as required by § 377 HGB (German Commercial Code).

7.2 You only have claims against TECE if you haven't made any agreements with your own customers that go beyond the legal rights for defects.

7.3.1 If there is a defect in the goods that TECE is responsible for, TECE must always first be given a reasonable chance to fix the problem. TECE can choose to either repair the defect or provide a replacement.

7.3.2 If TECE fails to fix the problem, you can cancel the contract or reduce the purchase price. This is in addition to any claims for damages you might have. You cannot claim back expenses for fixing the problem, like transport, travel, labor, and material costs, if these costs increase because the item was moved to a different place than where it was supposed to be delivered. This only changes if moving the item was part of its normal use.

7.4.1 You cannot claim for defects if the difference from what was agreed is only minor, if the product's usefulness is only slightly affected, if it's due to normal wear and tear, or if the damage happens after you take ownership due to wrong or careless handling, overuse, unsuitable operating materials, or special outside influences, or if these issues were not expected in the contract.

7.4.2 If you don't follow TECE's operating and/or maintenance instructions, make unauthorized changes to the products, replace parts, or use consumables that are not original specifications, TECE is not responsible for material defects. This only changes if you can prove that the warranty issue was clearly not caused by any of the reasons listed above.

7.5 Claims for material defects expire after 12 months. This period starts when the risk passes to you (usually on delivery). The rules above do not apply if the law (according to §§ 438 Abs. 1 Nr. 2 (items for buildings), 479 Abs. 1 (right of recourse), and 634 a (building defects) BGB) sets longer deadlines.

7.6.1 Unless stated otherwise below, further claims from you—no matter the legal reason—are excluded. Therefore, TECE is not responsible for damages that did not happen to the delivered item itself. Specifically, TECE is not responsible for lost profits or other financial losses you might suffer.

7.6.2 If TECE carelessly breaks a main duty or a very important contract duty, TECE's responsibility for compensation is limited to the coverage of our product liability insurance, which is 1.5 million Euros. If the insurance does not cover it, TECE must cover the amount itself. TECE is willing to let you see this insurance policy if you ask. TECE promises to maintain this insurance until the warranty period ends according to these terms.

7.6.3 The above limits on responsibility do not apply if the damage was caused by intent or gross negligence. They also do not apply in cases of personal injury or harm to health, nor in cases where you claim damages because TECE guaranteed a certain quality, unless the purpose of that guarantee was only about whether the delivery met the contract, not about the risk of damages that follow from a defect. These rules do not change the burden of proof to your disadvantage.

7.7 Any payments made by TECE without a clear reason are considered "goodwill payments."

8. Liability (Responsibility for Damage)

8.1 Any responsibility for damages beyond what is stated in Section 7 is excluded, regardless of the legal nature of the claim, especially for breaking duties from the contractual relationship and from unlawful acts.

8.2 The exclusion of liability in point 8.1 above does not apply to claims under the Product Liability Act and in cases of damage to life, body, or health.

8.3 If TECE's liability is excluded or limited, this also applies to the personal liability of TECE's employees, workers, staff, representatives, and assistants.

8.4 You expressly confirm that you are allowed to publish and copy the texts and designs. You must especially ensure that you protect the privacy and personal rights of any affected individuals. You promise not to send any data whose content violates the protected rights of others (especially competition law or copyright) or goes against existing laws or good morals. You take full responsibility for this and will free TECE from all claims by third parties, especially those related to competition law and copyright. If TECE is sued, you must also cover the legal costs for necessary legal defense.

9. Retention of Title (TECE Keeps Ownership)

9.1 The delivered goods remain the property of TECE until all debts from the business relationship between TECE and you have been fully paid. Including individual debts in a running account or accepting the balance does not affect this retention of title. Payment is only considered complete when TECE receives the equivalent value.

9.2 If you act against the contract, especially if you are late with payments, TECE has the right to take back the purchased goods. If TECE takes back the goods, it does not mean we are cancelling the contract, unless TECE clearly states so in writing.

9.3 If TECE seizes the purchased goods, this always means the contract is cancelled. After taking back the goods, TECE is allowed to sell them. The money from this sale will be applied to your debt, after deducting reasonable selling costs.

9.4 You must treat the purchased goods with care. Especially, you must insure them at your own cost for their new value against fire, water, and theft. If maintenance and inspection work is needed, you must carry it out on time at your own expense.

9.5 If third parties seize the goods or interfere in any other way, you must immediately inform TECE in writing so that TECE can file a lawsuit according to § 771 ZPO (German Code of Civil Procedure). If the third party cannot reimburse TECE for the court and out-of-court costs of such a lawsuit, you are responsible for the resulting loss.

9.6 You are allowed to resell the goods under retention of title in the normal course of business. However, you already assign (transfer) to TECE all claims (debts owed to you) from the resale against your customers or third parties, up to the final invoice amount (including VAT) owed to TECE. This applies regardless of whether the goods were resold without or after processing. TECE accepts this assignment. If the assigned claim against the buyer of the goods under retention of title has been included in a running account, the assignment also applies to the recognized balance and, in case of the buyer's insolvency, to the "causal balance" that exists then. You remain authorized to collect these claims even after the assignment. TECE's right to collect the claims itself is not affected. However, TECE promises not to collect the claims as long as you fulfill your payment obligations from the collected proceeds, are not in payment default, and especially if no application for insolvency proceedings has been filed or payments have not stopped. If this is the case, TECE can demand that you inform TECE of the assigned claims and their debtors, provide all information needed for collection, hand over the related documents, and inform the debtors (third parties) of the assignment.

9.7 When you process or transform the goods under retention of title, you always do so for TECE. If the goods under retention of title are processed with other items not owned by TECE, TECE acquires co-ownership of the new item in proportion to the value of the goods under retention of title (final invoice amount including VAT) compared to the other processed items at the time of processing. For the item created by processing, the same rules apply as for the goods delivered under retention of title.

9.8 If the goods under retention of title are mixed inseparably with other items not owned by TECE, TECE acquires co-ownership of the new item in proportion to the value of the goods under retention of title (final invoice amount including VAT) compared to the other mixed items at the time of mixing. If the mixing happens in such a way that your item is considered the main item, it is agreed that you transfer proportional co-ownership to TECE. You store the resulting sole ownership or co-ownership for TECE.

9.9 TECE promises to release the securities belonging to TECE at your request, if the realizable value of the securities belonging to TECE exceeds the secured claims by more than 10%. TECE decides which securities to release.

10. Applicable Law, Place of Jurisdiction, Partial Invalidity

10.1 For all current and future claims from the business relationship with businesses, public legal entities, and special public funds, including claims from bills of exchange and checks, the exclusive place of jurisdiction is TECE's headquarters in "Emsdetten." However, TECE is also allowed to sue you at your place of residence.

10.2 Unless the order confirmation states otherwise, TECE's business location in "Emsdetten" is the place of performance (where obligations are fulfilled).

10.3 These business terms and the entire legal relationship between TECE and you are governed by the law of the Federal Republic of Germany. The application of the UN Sales Convention (United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980) is excluded.

Emsdetten, June 2025

Publisher: TECE SE, Hollefeldstraße 57, D-48282 Emsdetten, Tel.: +49 25 72 / 9 28-0, Fax: +49 25 72 / 9 28-124

Authorized representative Executive Board: Peter Fehlings (Spokesman of the Executive Board), André Welle, Dr. Michael Freitag

Chairman of the Supervisory Board: Frank Göring

Legal Notices: Amtsgericht Steinfurt, HRB Nr. 15460