§ 1 Applicability of the Terms and Conditions

(1) All deliveries, services and offers provided by the Gebr. Bach GmbH Elektro-Wärmetechnik (the Seller) are made exclusively in accordance with these Terms and Conditions. These Terms and Conditions therefore also apply to all future business dealings, even if they are not expressly agreed upon again. These Terms and Conditions shall be deemed accepted at the latest upon receipt of the goods or services. Any counter-confirmations by the Buyer referring to their own terms and conditions of business or purchase are hereby rejected.

(2) All agreements made between the Seller and the Buyer for the purpose of executing this contract must be set out in writing.

§ 2 Quotation and conclusion of contract

(1) The Seller’s quotations are subject to change and non-binding. Declarations of acceptance and all orders require the Seller’s written or telex confirmation to be legally valid.

(2) Drawings, illustrations, dimensions, weights or other performance data are only binding if this is expressly agreed in writing.

(3) The Seller’s sales staff are not authorised to enter into verbal side agreements or to make verbal assurances that go beyond the content of the written contract.

§ 3 Prices

(1) Unless otherwise stated, the Seller shall be bound by the prices quoted in its offers for a period of 30 days from the date of the offer. Otherwise, the prices stated in the Seller’s order confirmation shall apply, plus the applicable statutory value added tax. Additional deliveries and services shall be invoiced separately.

(2) Unless otherwise agreed, prices are quoted FOB warehouse (Ohrdruf), including standard packaging.

§ 4 Delivery and Performance Period

(1) Delivery dates or deadlines, whether agreed as binding or non-binding, must be set out in writing.

(2) Delays in delivery or performance due to force majeure and due to events that make delivery significantly more difficult or impossible for the Seller – not merely on a temporary basis – including, in particular, strikes, lockouts, official orders, etc., even if they occur at the seller’s suppliers or their sub-suppliers – shall not be attributable to the seller, even in the case of bindingly agreed deadlines and dates. They entitle the Seller to postpone the delivery or performance by the duration of the hindrance plus a reasonable start-up period, or to withdraw from the contract in whole or in part with regard to the part not yet fulfilled.

(3) If the hindrance lasts longer than three months, the Buyer is entitled, after setting a reasonable grace period, to withdraw from the contract with regard to the part not yet fulfilled. If the delivery time is extended or the Seller is released from its obligation, the Buyer may not derive any claims for damages therefrom. The Seller may only invoke the aforementioned circumstances if it notifies the Buyer without delay.

(4) If the Seller is responsible for failure to meet bindingly agreed deadlines and dates, or is in default, the Buyer shall be entitled to compensation for delay amounting to 0.5% for each completed week of delay, up to a maximum total of 5% of the invoice value of the deliveries and services affected by the delay. Any claims beyond this are excluded, unless the delay is due to at least gross negligence on the part of the Seller.

(5) The Seller is entitled to make partial deliveries and provide partial services at any time, unless such partial delivery or service is of no interest to the Buyer.

(6) The Seller’s compliance with its delivery and performance obligations is conditional upon the timely and proper fulfilment of the Buyer’s obligations.

(7) If the buyer is in default of acceptance, the seller is entitled to claim compensation for the loss incurred; upon the occurrence of the default of acceptance, the risk of accidental deterioration and accidental loss shall pass to the buyer.

§ 5 Transfer of Risk

Risk shall pass to the buyer as soon as the consignment has been handed over to the carrier or has left the seller’s premises for the purpose of dispatch. If dispatch is delayed at the buyer’s request, risk shall pass to the buyer upon notification that the goods are ready for dispatch.

§ 6 The Buyer’s Rights in Case of Defects

(1) The products are delivered free from defects in workmanship and materials; the time limit for asserting claims for defects is one year from the date of delivery of the products.

(2) If the Seller’s operating or maintenance instructions are not followed, modifications are made to the products, parts are replaced or consumables are used that do not comply with the original specifications, claims for defects in the products shall lapse unless the Buyer refutes a substantiated assertion that one of these circumstances caused the defect.

(3) The buyer must notify the seller’s customer service department of any defects in writing without delay, but no later than one week after receipt of the goods. Defects which cannot be detected within this period even upon careful inspection must be reported to the seller in writing immediately upon discovery.

(4) In the event that the buyer notifies the seller that the products are defective, the seller shall, at its discretion and at its own expense, require that:

• a) the defective part or device be sent to the seller for repair and subsequent return;

• b) the Buyer keeps the defective part or device ready and a service technician from the Seller is sent to the Buyer to carry out the repair

If the buyer requests that rectification work be carried out at a location specified by them, the seller may comply with this request, in which case replaced parts shall not be charged, whilst labour and travel costs shall be payable at the seller’s standard rates.

(5) If the rectification fails after a reasonable period, the buyer may, at their discretion, demand a reduction in the price or withdraw from the contract.

(6) Liability for normal wear and tear is excluded.

(7) Claims against the seller for defects are available only to the immediate buyer and are not assignable.

§ 7 Spare Parts

The Seller shall supply spare parts for the machine for a period of five years from the date of delivery, at the applicable spare part prices.

§ 8 Retention of Title

(1) Until all claims (including all balance claims arising from current accounts) to which the Seller is entitled against the Buyer, whether now or in the future, for any legal reason have been settled, the following securities are granted to the Seller, which the Seller shall release at its discretion upon request, insofar as their value exceeds the claims by more than 20% on a sustained basis.

(2) The goods remain the property of the Seller. Processing or transformation shall always be carried out on behalf of the Seller as the manufacturer, but without any obligation on his part. If the Seller’s (co-)ownership is extinguished by incorporation, it is hereby agreed that the Buyer’s (co-)ownership of the unified item shall pass to the Seller in proportion to its value (invoice value). The buyer shall hold the seller’s (co-)ownership in safekeeping free of charge. Goods in respect of which the seller holds (co-)ownership are hereinafter referred to as goods subject to retention of title.

(3) The buyer is entitled to process and sell the goods subject to retention of title in the ordinary course of business, provided that the buyer is not in default. Pledging or transfer by way of security is not permitted. The buyer hereby assigns to the seller, by way of security, all claims arising from the resale or any other legal basis (insurance, tort) in respect of the goods subject to retention of title (including all balance claims from current accounts) in full. The Seller revocably authorises the Buyer to collect the claims assigned to the Seller on the Seller’s behalf in the Buyer’s own name. This authorisation to collect may only be revoked if the Buyer fails to meet its payment obligations properly.

(4) In the event of third-party access to the goods subject to retention of title, in particular seizures, the buyer shall indicate the seller’s ownership and notify the seller immediately so that the seller may enforce its ownership rights. Insofar as the third party is unable to reimburse the seller for the judicial or extrajudicial costs incurred in this connection, the buyer shall be liable for these.

(5) In the event of the Buyer’s breach of contract – in particular default of payment – the Seller shall be entitled to withdraw from the contract and demand the return of the goods subject to retention of title.

§ 9 Payment

(1) Unless otherwise agreed, the Seller’s invoices are payable without deduction 30 days after the date of issue. Upon expiry of this period, the Buyer shall be in default without the need for a reminder from the Seller.

The Seller is entitled, notwithstanding any provisions to the contrary on the part of the Buyer, to apply payments first to the Buyer’s older debts, and shall inform the Buyer of the manner in which the set-off has been made. If costs and interest have already been incurred, the Seller is entitled to apply the payment first to the costs, then to the interest and finally to the principal sum.

(2) A payment shall only be deemed to have been made once the seller has access to the amount. In the case of cheques, payment shall only be deemed to have been made once the cheque has been cashed.

(3) If the buyer defaults, the seller is entitled to claim interest at a rate of 9 percentage points above the base rate from the relevant date as lump-sum compensation for damages. This rate shall be reduced if the buyer proves that the loss incurred was lower; the seller is entitled to prove that the loss was higher.

(4) If the seller becomes aware of circumstances that call into question the buyer’s creditworthiness, in particular if a cheque is not honoured or the buyer suspends payments, or if the seller becomes aware of other circumstances that call into question the buyer’s creditworthiness, the seller shall be entitled to declare the entire outstanding debt due and payable, even if the seller has accepted cheques. In such a case, the seller is also entitled to demand advance payment or security.

(5) The buyer shall only be entitled to set off, withhold or reduce the price, even if complaints or counterclaims are asserted, if the counterclaims have been legally established or are undisputed. However, the buyer shall also be entitled to withhold payment on the basis of counterclaims arising from the same contractual relationship.

§ 10 Design changes

The seller reserves the right to make design changes at any time; however, the seller is under no obligation to apply such changes to products that have already been delivered.

§ 11 Patents

(1) The Seller shall indemnify the Buyer and the Buyer’s customers against any claims arising from infringements of copyright, trade marks or patents, unless the design of an item of delivery originates from the Buyer. The Seller’s obligation to indemnify is limited in amount to the foreseeable loss.

An additional condition for indemnification is that the conduct of legal proceedings is left to the Seller and that the alleged infringement is attributable exclusively to the design of the Seller’s delivery items without any connection to or use with other products.

(2) The Seller shall have the option of discharging itself from the obligations assumed in paragraph 1 by either

• a) obtaining the necessary licences in respect of the allegedly infringed

or

• b) providing the buyer with a modified delivery item or parts thereof which, if exchanged for the infringing delivery item or part thereof, will remove the allegation of infringement in respect of the delivery item.

§ 12 Confidentiality

Unless otherwise expressly agreed in writing, any information provided to the Seller in connection with orders shall not be regarded as confidential.

§ 13 Liability

(1) Claims for damages are excluded, regardless of the nature of the breach of duty, including tortious acts, unless there is evidence of wilful misconduct or gross negligence.

(2) In the event of a breach of material contractual obligations, the seller shall be liable for any negligence, but only up to the amount of the foreseeable damage. Claims for loss of profit, saved expenses, third-party claims for damages, and other indirect and consequential damages cannot be asserted, unless a quality characteristic guaranteed by the Seller is specifically intended to protect the Buyer against such damages.

(3) The limitations and exclusions of liability set out in paragraphs 1 and 2 shall not apply to claims arising from fraudulent conduct on the part of the seller, nor to liability for guaranteed characteristics, claims under the Product Liability Act, or damages resulting from injury to life, limb or health.

(4) Insofar as the seller’s liability is excluded or limited, this shall also apply to the seller’s employees, staff, representatives and vicarious agents.

§ 14 Applicable Law, Jurisdiction, Partial Invalidity

(1) These terms and conditions and all legal relationships between the Seller and the Buyer shall be governed by the laws of the Federal Republic of Germany. The provisions of the UN Convention on Contracts for the International Sale of Goods shall not apply.

(2) Where the buyer is a trader, a legal entity under public law or a special fund under public law, Gotha shall be the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship.

(3) Should any provision in these terms and conditions or any provision within the framework of other agreements be or become invalid, this shall not affect the validity of all other provisions or agreements.

Version of the Terms and Conditions: 09/2025