General Terms and Conditions of Sale and Delivery of MULTIBETON GmbH

1. Validity of the terms and conditions

The deliveries, services and offers of MULTIBETON GmbH (hereinafter referred to as ‘Supplier’) are made exclusively on the basis of these General Terms and Conditions of Sale and Delivery (hereinafter referred to as ‘GCSD’). These GCSD shall therefore also apply to all future business relationships between the Supplier and the customer (hereinafter referred to as the ‘Customer’), even if they are not expressly agreed again. These GCSD are deemed accepted at the latest upon receipt of the goods or services by the Customer. No other terms and conditions shall become part of the contract under any circumstances.

2. Offer and conclusion of contract

2.1. Unless otherwise expressly agreed in writing, the Supplier's offers are non-binding. Declarations of acceptance and all orders of a Customer require the written or equivalent confirmation of the Supplier to be legally effective.

2.2. Drawings, illustrations, dimensions and weights are only binding if this has been expressly agreed in writing.

3. Deadlines for delivery, delay

3.1. The Supplier's compliance with agreed delivery deadlines shall be subject to the timely receipt of all documents, necessary approvals and releases, in particular of plans, to be provided by the Customer, as well as compliance with the agreed terms of payment by the Customer. If these conditions are not fulfilled in good time, the deadlines shall be extended appropriately, unless the supplier is responsible for the delay.

3.2. The delivery period shall be extended appropriately if the failure to meet the deadline is due to force majeure, in particular mobilisation, war, riot, measures in the context of industrial disputes, e.g. strike or lockout, pandemic, fire damage, flooding, official orders or the occurrence of other unforeseeable events beyond the control of the supplier. The same shall apply in the event of supply difficulties and other service disruptions on the part of the Supplier's sub-suppliers if the subsupplier is prevented from providing the service incumbent upon it due to force majeure in accordance with the previous sentence. The Supplier shall also not be responsible for the aforementioned circumstances if they occur during an already existing delay.

3.3. In the case of deliveries from the Supplier's decentralised distribution warehouses, the delivery date and availability must be agreed directly with the warehouse. The Supplier shall inform the Customer of the distribution centre and contact person responsible for him.

3.4. Partial deliveries are permitted to a reasonable extent.

3.5. The Supplier shall only be in default if the performance is due and - except in the cases of § 286 para. 2 BGB - an express written reminder has been issued.

3.6. If the Supplier is in default, the Customer may - provided it proves that it has suffered a loss as a result - demand compensation for each completed week of default in the amount of 0.5 %, but not more than a total of 5 % of the price for that part of the delivery which cannot be put to the intended use due to the default. Unless otherwise stipulated in these GCSD, further claims of the Customer arising from the Supplier's delay shall be excluded.

3.7. The above clause 3.6. shall not apply if liability is mandatory in cases of wilful intent or gross negligence or due to injury to life, limb or health. This does not imply a change in the burden of proof to the detriment of the customer. The Customer's statutory right of cancellation shall remain unaffected.

3.8. The Customer may only withdraw from the contract within the framework of the statutory provisions if the Supplier is responsible for the delay.

3.9. At the Supplier's request, the Customer is obliged to declare within a reasonable period of time whether it is cancelling the contract, demanding compensation instead of performance or adhering to the contract.

4. Scope of delivery

4.1. The scope of delivery shall be determined by the Supplier's written order confirmation.

4.2. We reserve the right to make changes in design or form which are due to improvements in technology or to legal requirements during the delivery period, provided that the delivery item is not significantly changed and the changes are reasonable for the customer.

5. Cancellation costs

If the Customer cancels an order without justification, the Supplier may, without prejudice to the possibility of claiming higher actual damages, demand 20 % of the sales price for the costs incurred in processing the order and for loss of profit. The Customer reserves the right to prove that no damage or less damage has been incurred.

6. Acceptance and transfer of risk

Unless otherwise expressly agreed in writing, the Supplier shall deliver exclusively ex warehouse (EXW Incoterms 2020) without loading; this shall also apply to the transfer of risk and the place of fulfilment. The Supplier shall inform the Customer of the respective distribution centre.

7. Warranty

7.1. Subject to any further guarantees expressly agreed in writing between the Supplier and the Customer, the Supplier shall be liable for defects as follows:

7.2. All parts or services which show a defect within the limitation period - irrespective of the period of operation - shall, at the Supplier's discretion, be repaired, replaced or provided again free of charge, provided that the defect already existed at the time of the transfer of risk.

7.3. Firstly, the supplier must always be given the opportunity to rectify the defect within a reasonable period of time, whereby the supplier is generally entitled to two attempts at rectification. If this is refused, the Supplier shall be released from liability for defects in this respect. If the subsequent fulfilment fails, the Customer may - without prejudice to any claims for damages - withdraw from the contract or reduce the remuneration.

7.4. Claims for defects shall become statute-barred after twelve months, unless there is an intentional or grossly negligent breach of duty or injury to life, body or health based on a defect for which the supplier or its vicarious agents are responsible, or the Supplier has fraudulently concealed the defect. The period begins with the transfer of risk. If the law prescribes longer periods in accordance with § 438 Para. 1 No. 2 BGB (buildings), § 476 Para. 2 BGB (sale of consumer goods), § 478 BGB (right of recourse) and § 634a (building defects), these shall apply.

7.5 Claims for defects on the part of the Customer shall in any case require that the Customer inspects the goods delivered by the Supplier immediately after delivery and, if a defect is discovered, notifies the Supplier without delay. If the Customer fails to notify the Supplier, the goods shall be deemed to have been approved, unless the defect was not recognisable during the inspection. If such a defect is discovered later, the notification must be made immediately after discovery; otherwise the goods shall also be deemed to have been approved with regard to this defect.

7.6. In the event of notices of defects, the Customer may withhold payments to an extent that is in reasonable proportion to the defects that have occurred. If the notice of defects is unjustified, the Supplier shall be entitled to demand compensation from the Customer for the expenses incurred.

7.7. Claims for defects shall not exist in the event of only insignificant deviation from the agreed quality and in the event of only insignificant reduction in usability.

7.8. Irrespective of this, claims for defects shall not exist in the event of natural wear and tear or damage arising after the transfer of risk as a result of incorrect or negligent handling, excessive use, unsuitable equipment or due to special external influences which are not assumed under the contract, or in the event of nonreproducible software errors. If improper modifications or repairs are carried out by the Customer or third parties, there shall also be no claims for defects for these and the resulting consequences.

7.9. Claims of the Customer for expenses incurred for the purpose of subsequent performance, in particular transport, travel, labour and material costs, are excluded insofar as the expenses increase because the object of the delivery has been taken to a place other than the place of delivery, unless the transfer corresponds to.

7.10. Recourse claims of the Customer against the Supplier shall only exist insofar as the Customer has not made any agreements with its customer that go beyond the statutory claims for defects.

7.11. If a defect is attributable to specifications of the Customer or to materials, products or components supplied by third-party suppliers at the instigation of the Customer or prescribed by the Customer, the Supplier shall not be liable, not even proportionately, for this defect if the Supplier has informed the Customer of the problem prior to production or if the problem was not recognisable to the Supplier as a specialist company.

7.12. Section 11 (Other claims for damages) shall also apply to claims for damages.

8. Retention of title

8.1. The objects of the deliveries (goods subject to retention of title) shall remain the property of the Supplier until the fulfilment of all claims to which it is entitled against the Customer arising from the business relationship.

8.2. If the realisable value of all security interests to which the Supplier is entitled exceeds the amount of all secured claims by more than 10%, the Supplier shall release a corresponding part of the security interests at the Customer's request - at the Supplier's discretion and taking into account the Customer's legitimate interests.

8.3. The customer is obliged to treat the purchased item with care; in particular, he is obliged to insure it adequately at his own expense against fire, water damage and theft at replacement value. If maintenance or inspection work is required, the customer must carry this out in good time at his own expense.

8.4. For the duration of the retention of title, the customer is prohibited from pledging or transferring ownership by way of security. The Customer is only authorised to process the delivered goods in the ordinary course of business or to combine or mix them with other items or to sell them. An ordinary course of business within the meaning of these terms and conditions does not exist if the assignability of the Customer's claims to third parties is excluded in the case of sales by the Customer or other dispositions by the Customer in favour of third parties.

8.5. Any processing or treatment shall be carried out by the Customer on behalf of the Supplier without any obligation arising for the Supplier. If the goods subject to retention of title are processed, combined or mixed with other goods not belonging to the Supplier, the Supplier shall be entitled to co-ownership of the new item in the ratio of the invoice value to the other processed goods at the time of processing, combining or mixing. If the Customer acquires sole ownership of the new item, the parties agree that the Customer shall grant the Supplier co-ownership of the new item in proportion to the invoice value of the processed, combined or mixed goods subject to retention of title and shall store it for the Supplier free of charge.

8.6. Insofar as the Customer resells the goods subject to retention of title, it hereby assigns to the Supplier all claims in the amount of the purchase price agreed between the Supplier and the Customer (including VAT) which accrue to the Customer from the resale, irrespective of whether the delivery items are resold without or after processing. The Customer is authorised to collect these claims even after their assignment. The authorisation of the supplier to collect the claims himself remains unaffected by this, but the supplier undertakes not to collect the claims as long as the customer duly fulfils his payment obligations and is not in default of payment. If this is the case, however, the Supplier may demand that the Customer discloses the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment.

8.7. In the event of seizure, confiscation or other dispositions or interventions by third parties, the customer must inform the supplier immediately.

8.8. In the event of breaches of duty by the Customer, in particular in the event of default in payment, the Supplier shall be entitled to withdraw from the contract and take back the goods, and the Customer shall be obliged to surrender them. Taking back the goods or asserting the retention of title does not require the Customer to withdraw from the contract. These actions or the seizure of the reserved goods by the supplier do not constitute a cancellation of the contract unless the supplier has expressly declared this.

9. Impossibility, contract adjustment

If delivery is impossible, the Customer shall be entitled to claim damages, unless the Supplier is not responsible for the impossibility. However, the Customer's claim for damages shall be limited to 10 % of the value of that part of the Supplies which, owing to the impossibility, cannot be put to the intended use. This limitation shall not apply in cases of liability for wilful intent or gross negligence or personal injury. This provision does not imply a change in the burden of proof to the detriment of the customer. The Customer's right to withdraw from the contract remains unaffected, even if an extension of the delivery time was initially agreed with the Customer. In the event of only temporary impossibility, Clause 3 (Deadlines for delivery, delay) shall apply.

10. Industrial property rights and copyrights, Circular Economy Act

10.1. The Customer alone shall be responsible for checking whether the documents provided by the Customer (artwork, samples, etc.) infringe the rights of third parties, in particular copyrights and industrial property rights. If claims are asserted against the Supplier due to the infringement of such rights, the Customer shall be obliged to compensate the Supplier for any resulting damage.

10.2. Unless otherwise agreed, the Supplier is obliged to provide the delivery free of industrial property rights and copyrights of third parties (hereinafter referred to as property rights) only in the country of the place of fulfilment. If a third party asserts a justified claim against the Customer based on an infringement of an IPR by the Supplies made by the Supplier and used in conformity with the contract, the Supplier shall be liable within the period stipulated in Clause 7.3 as follows: a) The Supplier shall, at its own expense, either obtain a licence to use the IPR or modify the Supplies such that they no longer infringe the IPR, or replace them. If this is not possible for the Supplier under reasonable conditions, the Customer shall be entitled to the statutory rights of withdrawal or reduction. b) The aforementioned obligations of the Supplier shall only exist between entrepreneurs insofar as the Customer informs the Supplier immediately in writing of the claims asserted by the third party, does not recognise an infringement and leaves all defence measures and settlement negotiations to the Supplier's discretion. c) If the Customer ceases to use the Supplies in order to minimise the damage or for other good cause, it shall be obliged to point out to the third party that such cessation of use does not constitute an acknowledgement of the infringement of the IPR. d) Claims of the Customer are excluded insofar as the Customer itself is responsible for the infringement of the IPR. Claims of the Customer shall also be excluded if the infringement of property rights is caused by special specifications of the Customer, by a modification not foreseeable by the Supplier or by the fact that the delivery is modified by the Customer or used together with products not supplied by the Supplier. e) In all other respects, Section 7 (Warranty) shall apply accordingly.

11. Other claims for damages

11.1. Claims for damages by the Customer, irrespective of the legal grounds, in particular due to breach of duties arising from the contractual obligation and from unauthorised action, are excluded.

11.2. This shall not apply where liability is mandatory, e.g. under the Product Liability Act, in cases of wilful intent or gross negligence or at least negligent impairment of life, limb or health or breach of material contractual obligations.

11.3. Compensation for the breach of essential contractual obligations is, however, limited to the foreseeable damage typical for the contract, unless there is intent or gross negligence or liability for bodily injury or due to the assumption of a guarantee for the existence of properties.

11.4. The above provisions do not imply a change in the burden of proof to the detriment of the customer.

12. Terms of payment

12.1. Unless otherwise stated in the order confirmation, the Supplier's prices shall apply ‘ex works’. Costs for freight, packaging, dispatch and unloading shall be invoiced to the Customer up to a net value of goods of EUR 75.00 in Germany.

12.2. Unless otherwise stated in the order confirmation, deliveries abroad shall be made without exception at the expense and risk of the Customer.

12.3. The statutory value added tax is not included in the Supplier's prices. It shall be shown separately on the invoice at the statutory rate on the day of invoicing.

12.4 Price changes are permissible if there are more than six weeks between the conclusion of the contract and the agreed delivery date. If wages, material costs or market cost prices increase thereafter until completion of the delivery, the Supplier shall be entitled to increase the price appropriately in line with the cost increases. The Customer shall only be entitled to withdraw from the contract if the price increase exceeds the increase in the general cost of living between order and delivery to a more than insignificant extent.

12.5. If payment is received within 8 days of the invoice date, a 3 % discount will be granted, within 20 days a 2 % discount and within 30 days net.

12.6. Payments by bill of exchange are not accepted; payments by cheque or money order shall be made on account of performance.

12.7. The Customer shall only be entitled to setoff rights if its counterclaims have been legally established, are undisputed or have been recognised by the Supplier.

12.8. The Customer shall also have no right of retention in respect of disputed counterclaims.

13. Applicable law, place of jurisdiction

13.1. For all disputes arising from the contractual relationship, if the Customer is an entrepreneur, a legal entity under public law or a special fund under public law, the action shall be brought before the court having jurisdiction for the Supplier's registered office. The Supplier is entitled to bring an action at the registered office of the Customer.

13.2. German law shall apply exclusively, to the exclusion of the UN Convention on Contracts for the International Sale of Goods, even if the Customer has its registered office abroad.

14. Miscellaneous

14.1. Transfers of rights and obligations of the Customer arising from the contract concluded with the Supplier require the written consent of the Supplier to be effective.

14.2. Should a provision of these GCSD be or become invalid, the validity of the other provisions shall remain unaffected.

This translation of the declaration has been made in good faith; only the german version is legally binding.

Troisdorf, 23.09.2025