General Terms and Conditions of Purchase

Valid for deliveries and services to Welger Recycling Engineering GmbH
August 2025

Conclusion of Contract/Formal Requirements
1. The following Terms and Conditions of Purchase apply exclusively to our orders. Supplements and the Contractor's terms and conditions of sale that deviate from the following Terms and Conditions of Purchase are only valid if they have been confirmed by us in writing. This also applies to amendments to these Terms and Conditions. The Contractor's terms and conditions contained in its General Terms and Conditions or order confirmation are hereby expressly rejected. Unconditional acceptance of order confirmations or deliveries, as well as their payment, does not constitute acceptance of any deviating terms and conditions of the Contractor.
2. Upon initial delivery subject to these Terms and Conditions of Purchase, the Supplier acknowledges their exclusive validity for all subsequent orders.
3. All agreements concluded between us and the Contractor for the purpose of executing the contract require our written confirmation to be effective.
4. We are entitled to revoke our order free of charge if you do not confirm it to us unchanged within two weeks of receipt.
5. The complete or partial outsourcing of deliveries and services to third parties requires our prior written consent.

Delivery and Shipping
1. Deliveries are made DAP (Incoterms in their current version) to the location specified by us, unless otherwise agreed, including packaging and preservation.
2. If delivery is agreed "ex works," the dimensions and weight must be communicated to us in a timely manner.
3. We will provide transport insurance to the extent that we are obligated to do so under the agreed delivery clause (Incoterms in their current version).
4. Each delivery must be accompanied by a delivery note stating our order number and the description of the contents by type and quantity.
5. The goods are generally delivered in standard, commercially available disposable packaging. If reusable packaging is used, you must provide the packaging on loan. Return shipments are at your expense and risk. If, in exceptional circumstances, we agree to cover packaging costs, these will be charged at the verifiable cost price.
6. For devices, a technical description and user manual must be provided free of charge. For software products, the delivery obligation is only fulfilled when the complete (system-related and user) documentation has also been submitted. For programs created specifically for us, the program must also be delivered in source format.
7. If you provide goods or services on our premises, you are obligated to comply with the currently valid safety, environmental, and fire
protection instructions for third-party personnel.

Prices
1. The agreed prices are fixed prices. They include all expenses associated with the goods and services to be provided by you.
2. Transport costs, including packaging, insurance, and all other incidental costs, are borne by the contractor, unless expressly agreed otherwise.

Invoices, Payments
1. Invoices must be submitted to us by separate mail/email; they must include our order number.
2. Invoices are due for payment within 30 days of receipt of goods and invoice, or, at our discretion, within 14 days with a 3% discount. The date of payment shall be the date on which our bank receives the transfer order.
3. Payments do not constitute acceptance of the delivery or service as being in accordance with the contract. In the event of faulty or incomplete delivery or service, we are entitled, without prejudice to our other rights, to withhold payments on claims arising from the business relationship to a reasonable extent until proper fulfillment.
4. The assignment of your claims against us to third parties is excluded.

Deadlines and Consequences of Failure to Deliver
1. Agreed deadlines for deliveries and services are binding. If delays are expected or have occurred, you must notify us immediately in writing.
2. If you fail to deliver or perform within a grace period set by us, we are entitled, even without warning, to refuse acceptance, withdraw from the contract, or demand compensation for non-performance. We are entitled to withdraw from the contract even if you are not responsible for the delay. Any additional costs incurred by us due to your delay, in particular any resulting need to obtain alternative supplies, shall be borne by you.
3. We reserve the right to demand an agreed contractual penalty for non-fulfillment (Section 341 of the German Civil Code) until final payment.

Safety, Environmental Protection
1. Your deliveries and services must comply with legal regulations, in particular the safety and environmental protection regulations, including the Ordinance on Hazardous Substances, the ElektroG (German Electrical and Electronic Equipment Act), and the safety recommendations of the relevant German technical committees or associations, e.g., VDE, VDI, and DIN. Relevant certificates, test reports, and verifications must be provided free of charge.
2. You are obligated to determine and comply with the current status of the guidelines and laws applicable to your components regarding substance restrictions. You are obligated to use non-prohibited substances. Avoidable and hazardous substances according to applicable laws and guidelines must be indicated in the specifications. If applicable, the safety data sheets must be submitted with the offers and with the delivery note (at least in German or English) upon initial delivery. Any information regarding the exceedance of substance restrictions or the delivery of prohibited substances must be reported to us immediately.
3. You are solely responsible for compliance with accident prevention regulations for deliveries and the provision of services. Any protective devices required thereafter, as well as any manufacturer's instructions, must be included free of charge.

Import and Export Regulations, Customs
1. For deliveries and services originating from an EU country outside Germany, your EU VAT identification number must be provided.
2. Imported goods must be delivered with customs clearance. You are obligated to provide, at your own expense, any declarations and information requested under Regulation (EC) No. 1207/2001, to permit inspections by the customs authorities, and to provide any necessary official confirmations.
3. You are obligated to inform us in detail and in writing of any licensing requirements for (re-)exports in accordance with German, European, and US export and customs regulations, as well as the export and customs regulations of the country of origin of the goods and services.

Transfer of Risk, Acceptance, Ownership Rights
1. Regardless of the agreed price, the risk shall pass to us upon receipt at the delivery address specified by us for deliveries without installation or assembly, and upon successful completion of our acceptance for deliveries with installation or assembly. Commissioning or use does not replace our declaration of acceptance.
2. Ownership of the delivered goods shall pass to us upon payment. Any extended or expanded retention of title is excluded.

Obligation to Inspect and Give Notice of Complaints, Expenses for Inspection
1. Incoming goods will be inspected for obvious defects. We will give notice of hidden defects as soon as they are discovered in the normal course of business.
2. You waive the right to claim late notification of defects for all defects reported within fourteen days of discovery.
3. If we return defective goods to you, we are entitled to charge you the invoice amount plus a flat-rate fee of 5% of the price of the defective goods. We reserve the right to provide evidence of higher expenses. You reserve the right to provide evidence of lower or no expenses.

Warranty for Defects of Quality and Title
1. Defective deliveries must be replaced immediately with defect-free deliveries, and defective services must be repeated without defects. In the event of development or design errors, we are entitled to immediately assert the rights provided for in Section 3.
2. Rectification of defective deliveries or services requires our consent. You bear the risk while the object of the delivery or service is not in our custody.
3. If you fail to remedy the defect within a reasonable grace period granted to you, we may, at our discretion, withdraw from the contract or reduce the remuneration and, in each case, additionally demand compensation.
4. In urgent cases (particularly if operational safety is at risk or to prevent exceptionally high damage), to remedy minor defects, or in the event of your delay in remedying a defect, we are entitled, after you have notified us in advance and after the expiry of a short grace period appropriate to the situation, to remedy the defect and any resulting damage ourselves at your expense or to have it remedied by a third party at your expense. This also applies if you deliver or perform late and we must remedy defects immediately to avoid our own delay in delivery.
5. The limitation period for our claims arising from material defects is 36 months from the transfer of risk in accordance with Section 8.1; the limitation period for our claims arising from defects of title is ten years from the transfer of risk in accordance with Section 8.1. The limitation period is suspended for the period beginning with the dispatch of our notification of defects and ending with the fulfillment of our claim for defects.
6. If you are required to deliver or perform according to our plans, drawings, or other special requirements, the conformity of the delivery or service with the requirements is deemed to be expressly guaranteed. Should the delivery or service deviate from the requirements, we are immediately entitled to the rights stated in Section 3.
7. Our statutory rights remain unaffected.

Repeated Defaults on Performance
1. If you repeatedly provide essentially the same or similar deliveries or services defectively or late after a written warning, we are entitled to withdraw from the contract immediately. In this case, our right of withdrawal also extends to deliveries and services that you are obligated to provide to us in the future under this or another contractual relationship.

Indemnity for Defects of Quality and Title
1. You indemnify us against all claims asserted against us by third parties – regardless of the legal basis – due to a defect of quality or title or any other defect in a product supplied by you, and you will reimburse us for the necessary costs of pursuing legal action in this regard.

Technical Documents, Tools, Production Equipment
1. Technical documents, tools, work standard sheets, production equipment, etc. provided by us remain our property; all trademarks, copyrights, and other intellectual property rights remain with us. They must be returned to us, including all duplicates made, immediately after the order has been executed without request; in this respect, you are not entitled to assert a right of retention. You may use the aforementioned items only for the execution of the order and may not transfer them to unauthorized third parties or otherwise make them accessible. Duplicating the aforementioned items is only permitted to the extent necessary to execute the order.
2. If you create the items specified in clause 14.1, sentence 1, for us, partially or entirely at our expense, then clause 1 applies accordingly, whereby we become (co-)owners upon creation in proportion to our share of the manufacturing costs. You will store these items for us free of charge; we may at any time acquire your rights to the item, reimbursement of any expenses not yet amortized, and demand the return of the item.
3. You are obligated to care for, maintain, and repair the aforementioned items free of charge. If you commission a subcontractor to manufacture tools and samples to execute our order, you assign to us your claims against the subcontractor for the transfer of ownership of the tools and samples.

Provision of Materials
1. Materials provided by us remain our property and must be stored by you, free of charge and with the care of a prudent businessman, separately from your other items and marked as our property. They may only be used to execute our order. You are responsible for any damage to the provided material.
2. If you process or modify the provided material, this work is carried out for us. We become the immediate owner of the new items created in this process. If the provided material only constitutes a portion of the new items, we shall be entitled to co-ownership of the new items in the proportion corresponding to the value of the provided material contained therein.

Confidentiality
1. You are obligated to treat all non-public commercial and technical details that become known to you through the business relationship as confidential and not to disclose them to third parties.
2. Manufacturing for third parties, the display of products manufactured specifically for us, in particular according to our plans, drawings, or other special requirements, publications regarding orders and services, and references to this order to third parties, require our prior written consent.
3. We point out that we store personal data related to our business relationship with you.

Miscellaneous
1. The place of performance is the delivery address specified in each case.
2. If you are a merchant, a legal entity under public law, or a special fund under public law, the place of jurisdiction shall be the registered office of our company. However, we are also entitled to sue you at your registered office.
3. German law applies, excluding the UN Convention on Contracts for the International Sale of Goods.
4. Should individual clauses