General Terms and Conditions of Purchase of Kandziora Hydraulik Engineering GmbH & Co. KG

§ 1 General - Scope

1. These General Terms and Conditions of Purchase (GTC) apply to all our business relationships with our business partners and suppliers. The GTC only apply if the supplier is an entrepreneur (§ 14 BGB), a legal entity of the

public law or a special fund under public law.

2. Our General Terms and Conditions of Purchase apply exclusively; we do not recognise any supplier conditions that conflict with or deviate from our purchasing conditions unless we have expressly agreed to their validity in writing. Our purchasing conditions also apply if we accept the supplier's delivery without reservation despite knowing that the supplier's conditions conflict with or deviate from our purchasing conditions.

3. The General Terms and Conditions apply in particular to contracts for the sale and/or delivery of movable items (“goods”), regardless of whether the supplier produces the goods itself or purchases them from suppliers (§§ 433, 650 BGB). Unless otherwise agreed, the General Terms and Conditions in the version valid at the time of the buyer’s order or in any case in the version last communicated to him in text form also apply as a framework agreement for similar future contracts, without us having to refer to them again in each individual case.

4. Legally relevant declarations and notifications by the supplier in relation to the contract (e.g. setting of deadlines, reminders, withdrawal) must be made in writing, i.e. in written or text form (e.g. letter, e-mail, fax).

5. References to the validity of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions apply unless they are directly modified or expressly excluded in these General Terms and Conditions.

6. Individual agreements made with the supplier in individual cases (including ancillary agreements, additions and changes) always take precedence over these General Terms and Conditions. The content of such agreements shall be determined, unless there is evidence to the contrary, by a written contract or our written confirmation.

§ 2 Conclusion of contract

1. Our order is only considered binding when it is submitted or confirmed in writing. The seller must inform us of any obvious errors (e.g. spelling and calculation errors) and incompleteness in the order, including the order documents, for the purpose of correction or completion before acceptance; otherwise the contract is deemed not to have been concluded.

2. The seller is obliged to confirm our order in writing within a period of 3 weeks or, in particular, to execute it without reservation by dispatching the goods (acceptance).

3. A late acceptance shall be deemed to be a new offer and shall require acceptance by us.

§ 3 Delivery time and delay in delivery

1. The delivery time stated by us in the order is binding. If the delivery time is not stated in the order and has not been agreed otherwise, it is deemed to have been agreed immediately upon conclusion of the contract. The seller is obliged to inform us immediately in writing if he is unlikely to be able to meet the agreed delivery times - for whatever reason.

2. If the seller does not provide his service or does not do so within the agreed delivery time or if he is in default, our rights - in particular the right to withdrawal and compensation - shall be determined in accordance with the statutory provisions. The provisions in paragraph 3 remain unaffected.

3. If the seller is in default, we can - in addition to further legal claims - demand flat-rate compensation for our damages caused by the delay in the amount of 1% of the net price per completed calendar week, but not more than 5% of the net price of the goods delivered late. We reserve the right to prove that greater damage has occurred. The seller reserves the right to prove that no damage at all or only significantly less damage has occurred.

§ 4 Performance, delivery, transfer of risk, delay in acceptance

1. The seller is not entitled to have the service owed by him performed by third parties (e.g. subcontractors) without our prior written consent. The seller bears the procurement risk for his services unless otherwise agreed in individual cases.

2. Delivery within Germany is free of charge (DDP Incoterms 20202) to the location specified in the order. If the destination is not specified and nothing else is agreed, delivery must be made to our place of business in Niederlangen. The respective destination is also the place of performance for delivery and any subsequent performance (obligation to deliver).

3. The delivery must be accompanied by a delivery note stating the date (issue and dispatch), contents of the delivery (article number and quantity) and our order identification (date and number). If the delivery note is missing or incomplete, we have

We are not responsible for any resulting delays in processing and payment.

4. The risk of accidental loss and accidental deterioration of the item passes to us upon handover at the place of performance. If acceptance has been agreed, this is decisive for the transfer of risk.

5. The statutory provisions apply to the occurrence of our default in acceptance. However, the seller must expressly offer us his service even if a specific or determinable calendar time has been agreed for an action or cooperation on our part (e.g. provision of material).

§ 5 Prices and payment conditions

1. The price stated in the order is binding. All prices are net plus statutory sales tax and/or other taxes and duties.

2. Unless otherwise agreed in individual cases, the price includes all services and ancillary services provided by the Seller as well as all incidental costs.

3. The agreed price is generally due for payment within 30 calendar days from complete delivery and performance (including any agreed acceptance) and receipt of a proper invoice, unless otherwise agreed.

If we pay within 14 calendar days, the seller will grant us a 3% discount on the net amount of the invoice, unless otherwise agreed. In the case of bank transfer, payment is made on time if our transfer order is received by our bank before the payment deadline expires; we are not responsible for delays caused by the banks involved in the payment process.

4. We do not owe any interest on outstanding payments.

5. We are entitled to set-off and retention rights as well as the defence of non-fulfillment of the contract to the extent permitted by law. In particular, we are entitled to withhold payments due as long as we still have claims against the seller for incomplete or defective services.

6. The Seller shall only have a right of set-off or retention in the case of counterclaims that have been legally established or are undisputed.

§ 6 Confidentiality and retention of title

1. We reserve ownership and copyright to illustrations, plans, drawings, calculations, execution instructions, product descriptions and other documents. Such documents are to be used exclusively for the contractual service and returned to us after completion of the contract. The documents are to be kept secret from third parties, even after

Termination of the contract. The obligation to maintain confidentiality only expires if and to the extent that the knowledge contained in the documents provided has become generally known. Special confidentiality agreements and statutory regulations on the protection of secrets remain unaffected.

2. The above provision applies accordingly to substances and materials as well as to tools, templates, samples and other items that we provide to the seller for production. Such items are – as long as they are not processed

– must be stored separately at the Seller’s expense and insured to an appropriate extent against destruction and loss.

3. Any processing, mixing or combining (further processing) of items provided by the seller is carried out for us. The same applies if we further process the delivered goods, so that we are considered the manufacturer and acquire ownership of the product at the latest upon further processing in accordance with the statutory provisions.

4. The transfer of ownership of the goods to us must be unconditional and irrespective of the payment of the price. However, if we accept an offer of transfer from the seller in individual cases that is conditional on payment of the purchase price, the seller's retention of title shall expire at the latest upon payment of the purchase price for the goods delivered. In the ordinary course of business, we remain authorized to resell the goods even before payment of the purchase price, subject to advance assignment of the resulting claim (alternatively, application of the simple retention of title extended to the resale). In any case, this excludes all

other forms of retention of title, in particular extended, forwarded and extended to further processing retention of title.

§ 7 Defective delivery

1. Our rights in the event of material and legal defects in the goods (including incorrect and incomplete delivery as well as any improper assembly or defective instructions) and in the event of other breaches of duty by the seller shall be subject to the

legal provisions and, exclusively for our benefit, the following additions and clarifications.

2. According to the statutory provisions, the seller is liable in particular for ensuring that the goods have the agreed quality when the risk passes to us. In any case, the product descriptions that are the subject of the respective contract - in particular by designation or reference in our order - or that have been included in the contract in the same way as these General Terms and Conditions of Purchase are deemed to be an agreement on the quality. It makes no difference whether the product description comes from us, the seller or the manufacturer.

3. We are not obliged to examine the goods or to make special enquiries about any defects when concluding the contract. In partial deviation from Section 442 Paragraph 1 Clause 2 of the German Civil Code (BGB), we are therefore entitled to make claims for defects without restriction even if

if the defect was unknown to us at the time of conclusion of the contract due to gross negligence.

4. The statutory provisions (§§ 377, 381 HGB) apply to the commercial obligation to inspect and give notice of defects with the following proviso: Our obligation to inspect is limited to defects that are detected during our incoming goods inspection under external

assessment including the delivery documents or are evident during our quality control in the sampling procedure. If acceptance has been agreed, there is no obligation to examine. In all other respects, it depends on

to what extent an inspection is feasible in the normal course of business, taking into account the circumstances of the individual case. Our obligation to give notice of defects discovered later remains unaffected. Notwithstanding our obligation to inspect, our notice of defects is deemed to be immediate and timely if it is sent within 14 working days of discovery or, in the case of obvious defects, of delivery.

5. Subsequent performance also includes the removal of the defective goods and their reinstallation, provided that the goods were installed in or attached to another item in accordance with their type and intended use before the defect

became apparent; our legal claim to reimbursement of corresponding expenses (dismantling and installation costs) remains unaffected. The seller shall bear the expenses required for the purpose of inspection and subsequent performance, in particular transport, travel, labour and material costs and, if applicable, dismantling and installation costs, even if it turns out that there was actually no defect. Our liability for damages in the event of an unjustified request for the rectification of defects remains unaffected; in this respect, however, we are only liable if we recognised or grossly negligently failed to recognise that there was no defect.

6. Without prejudice to our statutory rights and the provisions in paragraph 5, the following applies: If the seller fails to fulfil his obligation to remedy the defect – at our discretion by removing the defect (repair) or by delivering a defect-free

Item (replacement delivery) – within a reasonable period of time set by us, we can remedy the defect ourselves and demand reimbursement of the necessary expenses or a corresponding advance payment from the seller.

If the subsequent performance by the seller fails or is unreasonable for us (e.g. due to particular urgency, endangerment of operational safety or imminent occurrence of disproportionate damage), no deadline needs to be set; we will inform the seller of such circumstances immediately, if possible in advance.

7. In addition, in the event of a material or legal defect, we are entitled to a reduction in the purchase price or to withdraw from the contract in accordance with the statutory provisions. In addition, we are entitled to compensation for damages and expenses in accordance with the statutory provisions.

§ 7 Supplier recourse

1. We are entitled without restriction to our legally determined claims for expenses and recourse within a supply chain (supplier recourse in accordance with Sections 478, 445a, 445b50 or Sections 445c, 327 Paragraph 5, 327u BGB) in addition to claims for defects. In particular, we are entitled to demand from the seller exactly the type of subsequent performance (repair or replacement delivery) that we owe to our customer in the individual case. Our statutory right of choice (Section 439 Paragraph 1 BGB) is not restricted by this.

2. Before we accept or fulfill a claim for defects (including reimbursement of expenses) asserted by our customer, we will notify the seller and request a written statement with a brief explanation of the facts. If a substantiated statement is not provided or not provided within a reasonable period of time and no amicable solution is found

the defect claim actually granted by us is deemed to be owed to our customers. In this case, the seller is responsible for providing evidence to the contrary.

3. Our claims for recourse against suppliers also apply if the defective goods have been combined with another product or processed in any other way by us, our customer or a third party, e.g. by fitting, attaching or installing them.

§ 9 Producer liability

1. If the seller is responsible for product damage, he must indemnify us against claims from third parties to the extent that the cause lies within his sphere of control and organization and he is himself liable in external relations.

2. As part of its indemnification obligation, the seller must reimburse expenses in accordance with §§ 683, 670 BGB that arise from or in connection with a claim by third parties, including recall campaigns carried out by us. We will inform the seller about the content and extent of recall measures - as far as possible and reasonable - and give him the opportunity to comment. Further legal claims remain unaffected.

3. The Seller must take out and maintain product liability insurance with a flat-rate coverage of at least EUR 5 million per personal injury/property damage claim.

§ 10 Limitation Period

1. The mutual claims of the contracting parties shall expire in accordance with the statutory provisions, unless otherwise provided below.

2. Deviating from Section 438 Paragraph 1 No. 3 of the German Civil Code (BGB), the general limitation period for claims for defects is 3 years from the transfer of risk. If acceptance has been agreed, the limitation period begins with acceptance. The 3-year limitation period also applies accordingly to claims for defects in title, whereby the statutory limitation period for third-party claims for the return of property remains unaffected; in addition, claims for defects in title do not expire under any circumstances as long as the third party can still assert the right against us - in particular due to lack of limitation.

3. The limitation periods under sales law, including the above extension, apply – to the extent permitted by law – to all contractual claims for defects. To the extent that we are also entitled to non-contractual claims for damages due to a defect, the regular statutory limitation period applies (§§ 195, 199 BGB), unless the application of the limitation periods under sales law leads to a longer limitation period in the individual case.

§ 11 Choice of law and place of jurisdiction

1. These General Terms and Conditions of Purchase and the contractual relationship between us and the seller shall be governed by the law of the Federal Republic of Germany, excluding international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.

2. If the seller is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from the contractual relationship – including international disputes – is our place of business in Niederlangen. The same applies if the seller is an entrepreneur within the meaning of Section 14 of the German Civil Code. We are

However, in all cases, the Seller is also entitled to bring an action at the place of performance of the delivery obligation in accordance with these General Terms and Conditions or a prior individual agreement or at the Seller's general place of jurisdiction. Priority statutory provisions, in particular those relating to exclusive jurisdiction, remain unaffected.