General Terms and Conditions of UGA SYSTEM-TECHNIK GmbH & Co. KG
(hereinafter referred to as GTC)

§ 1 General/scope of application
1. Our General Terms and Conditions apply exclusively. They apply to all our offers, sales, deliveries and services.
If the customer did not have the opportunity to become aware of them when the contract was concluded, they shall nevertheless apply
if the customer knew or should have known them from previous transactions.
2. We do not recognize any conflicting terms and conditions of the customer that deviate from our GTC.
If we carry out the delivery or service incumbent on us
with knowledge of such terms and conditions of the customer, we also do not recognize such terms and conditions of the customer that do not contradict our GTC.
3.Our GTC only apply to entrepreneurs within the meaning of § 310 BGB, i.e. not if the order of the
customer can be attributed neither to his commercial nor his independent professional activity
(consumer according to § 13 BGB).
4. No verbal collateral agreements have been made. All future amendments to this contract must be made in writing
or in text form in accordance with § 126b BGB (in particular fax or e-mail); this also applies to the cancellation
of this formal clause.
Our sales representatives are not authorized to cancel this form verbally; amendments therefore only become effective
when they are confirmed in writing by the management or authorized person.

§ 2 Offer - Conclusion of contract
1. Our offers are non-binding, unless otherwise specified.
2. If the customer's order is an offer to conclude a contract, we can accept this within 10 days
.
3. We reserve all property rights and
copyrights to illustrations, drawings, calculations and other documents. This applies in particular to such written documents which are designated as "confidential".
Before passing them on to third parties, the customer requires our express consent in writing or text form
in accordance with § 126b BGB
(in particular fax or e-mail).

§ 3 Prices - Terms of payment
1. Unless otherwise agreed, all prices are ex warehouse or ex works including packaging. From
a net value of goods of 1,000.00 euros, our prices apply free to destination within Germany. Freight,
insurance, postage and all other agreed special or ancillary services shall be charged additionally at
reasonable prices. This shall also apply if the customer orders special packaging or shipment in
.
2. Our employees shall only be entitled to collect payment if this has been confirmed to the customer in writing in advance by our management or
authorized person.
3. Payment by the customer shall be due immediately. The customer is advised that he is in default at the latest 30 days
after receipt of the invoice.
4. The customer can only offset if his counterclaims have been legally established, are undisputed or have been recognized by
.
5. We are entitled to exercise a right of retention for all claims arising from the
business relationship with the customer.

§ 4 Delivery - delivery time
1. The start of the delivery period stated by us is subject to the clarification of all technical questions and the timely
and proper fulfillment of the customer's obligations. The defense of non-performance of the contract
remains reserved.
2. Force majeure or operational disruptions occurring with us or our suppliers, e.g. due to riot, strike,
lockout, which temporarily prevent us, through no fault of our own, from delivering the object of purchase on the date agreed at
or within the periods agreed at
, shall change the delivery times or delivery periods stated by us by the duration of the
disruption of performance caused by these circumstances. If a corresponding disruption leads to a delay in performance
of more than 2 months,
the buyer is entitled to withdraw from the contract.
3. If a specific item is not the subject of the contract, we are obliged to deliver an item of average type and quality
from the
stipulated category. This obligation to procure such an item is limited to the
stock in our warehouse or goods from our production. If we do not produce the stipulated goods or
have not yet received them
, we reserve the right to supply ourselves. This applies accordingly in the case of a special purchase of goods which
we have not yet received as our property. We shall not be responsible
for any non-delivery by our
upstream supplier for which we are not responsible. This shall also apply in the event of a delay in delivery by our supplier for which we are not responsible.
4. We reserve the right to make changes in design or form, deviations in color and changes to the scope of delivery on the part of
the manufacturer during the delivery period, provided that the object of purchase is not significantly changed
and the change is reasonable for the
customer.
5. We reserve the right to charge a minimum quantity surcharge for small quantities.

§ 5 Delay in delivery
1. We shall be liable for default in accordance with the statutory provisions,
- insofar as the underlying purchase contract is a firm deal within the meaning of §§ 361 BGB, 376 HGB;
- insofar as the customer's interest in the further
fulfillment of the contract has ceased as a result of a delay in delivery for which we are responsible;
- insofar as the delay in delivery is due to an intentional or grossly negligent breach of contract for which we are responsible
, this also applies to the fault of our representatives or vicarious agents.
2We shall be liable in accordance with the statutory provisions, but limited to the foreseeable, typically
occurring damage,
- if the delay in delivery is due to a grossly negligent or intentional breach of contract for which we are responsible
;
- insofar as the delay in delivery for which we are responsible is due to the slightly negligent breach of a material
contractual obligation.
3If our delay in delivery is based solely on the culpable breach of a non-essential contractual obligation,
the customer's claim shall be limited to 20% of the delivery value.
§ 6 Endangerment of performance/insolvency
1. If, after conclusion of the contract, it becomes apparent to us that (further) performance of the contract is jeopardized by
deficient performance on the part of the customer, we shall be entitled to refuse to provide advance performance under this
contract until the consideration corresponding to
has been provided by the customer or security has been provided for this.
2.We are entitled to withdraw from the contract or to terminate it without notice if the customer does not comply despite
reasonable grace period for the provision of the corresponding consideration step by step or the provision of security
.
3If the customer is insolvent or overindebted, if insolvency or
composition proceedings are applied for or opened against his assets, we are entitled to withdraw from the
contract or to terminate it without notice without setting a grace period.
4. If we terminate or withdraw from the contract in accordance with paragraph 2 or 3, we can demand compensation from the customer instead of the
service or reimbursement of expenses.

§ 7 Acceptance
1. The customer is obliged to carry out the actions required for the fulfillment of the contract by us
, in particular to accept the goods.
If he violates this obligation and cannot prove
that he is not at fault, he is obliged to reimburse us for the damage incurred in this respect, in particular additional expenses, to
. We reserve the right to assert further claims.
2. If the customer is in default of acceptance of the object of purchase for longer than 14 days from receipt of the
notification of readiness or proper first delivery by us, we may set the customer
a grace period of 14 days in writing with the
declaration that we will refuse acceptance of the object of purchase after expiry of this period. After
unsuccessful expiry of the grace period, we are entitled to withdraw from the purchase contract by written declaration
or demand performance due to non-fulfillment at
. It is not necessary to set a grace period if the customer seriously and finally refuses acceptance
or is obviously unable to pay the purchase price even if a grace period is granted. In
this case, we are entitled to demand
compensation for loss of profit at a flat rate of 10% of the agreed purchase price. However, the purchaser reserves the right
to prove that we have incurred no or less damage. Likewise,
reserves the right to prove and claim higher damages
.

§ 8 Shipment - Transfer of risk
1. Unless otherwise stated in the order confirmation, delivery EXW Bolheim (INCOTERMS 2020)
is agreed.
2. Exchangeable pallets are charged at 25.00 euros net each and lattice boxes at 150.00 euros each.
3. We will only take out transport insurance if this has been contractually agreed. The
corresponding costs shall be borne by the customer.
4. We are entitled to make partial deliveries to a reasonable extent.

§ 9 General rules in the event of defects in the purchased item
1. All defect rights of the purchaser are dependent on the fact that he has fulfilled his inspection and
complaint obligations in accordance with § 377 HGB.
2. Third party advertising information is only binding for us if it has been approved by the manufacturer or us.
3.If the customer does not follow our or the manufacturer's operating or maintenance instructions,
makes changes to the products, replaces parts or uses consumables that do not
correspond to the original specifications
, the warranty shall lapse if the customer does not refute a corresponding substantiated claim that
one of these circumstances caused the defect.
4. In all other respects, our warranty conditions shall apply.

§ 10 Subsequent performance
1. If the item is defective, the customer shall initially only have the right to demand subsequent performance from us,
provided that subsequent performance is not unreasonable for us or we have seriously and finally refused it.
2. Subsequent performance may consist of a new delivery of the item or rectification (repair) by us or by third parties engaged by
us. In each case, we are obliged to bear all expenses necessary for the purpose of remedying the defect

, in particular transport, travel, labor and material costs, provided that these are not
increased by the fact that the purchased item has been taken to a place other than the place of performance. In the case of a
new delivery, the buyer must pay the costs for removal and installation of the purchased item if he is an entrepreneur.
3. The choice between the different types of subsequent performance is at our reasonable discretion (§ 315 BGB).
In any case, we are entitled to refuse a type of subsequent performance chosen by the customer if the
other type of
subsequent performance causes 15% lower costs for us. The remaining residual value of the item to be returned in the event of a new delivery
shall be taken into account.
4. We are entitled to make subsequent performance dependent on the purchase price being paid in an appropriate
part. We shall also be entitled to refuse subsequent performance as a whole if the costs of the same
exceed the agreed purchase price
. If we are responsible for the defect or have assumed a guarantee for the absence of the defect
, we may only refuse subsequent performance as a whole if its costs exceed the
stipulated purchase price by one third.
The remaining residual value of the item to be returned in the event of a new delivery shall be taken into account.
5. Any subsequent performance by us shall take place without recognition of a legal obligation, unless we have expressly acknowledged the
defect. Our technicians or fitters are not entitled to acknowledge a defect.
6. If a specific item is the subject of this contract, we are entitled to repair it, provided that a
repair by us or a third party engaged by us is possible. We are also entitled to subsequently deliver an item other than the
stipulated item if
this is just as suitable for the buyer's contractual purposes as the stipulated item. If
used items are the subject of this contract, the purchaser, if he is an entrepreneur, is obliged to inspect these
immediately for recognizable defects at
. If he does not report such defects within 3 weeks after the handover, the customer is excluded from
all rights due to recognizable defects if he does not prove that the defect already existed
at the time of handover.

§ 11 Further rights in the event of defects
1. If the subsequent performance according to § 440 BGB (German Civil Code) fails, the customer may, at his discretion and subject to the
legal requirements and in compliance with the provisions of §§ 10, 11, 12 and 13 of these General
Terms and Conditions of Sale, assert the rights under § 437 No. 2 BGB (withdrawal or reduction) or § 437 No. 3 BGB
(damages or reimbursement of expenses).
2. The customer is not entitled to claim damages in accordance with § 280 para. 1 BGB
in the event of insignificant defects in the item. The right to reduce the purchase price is also excluded in the case of insignificant defects
.

§Section 12 Limitation of rights due to defects
1. The purchaser's rights due to defects in the goods shall become time-barred five years after delivery of the goods. This
also applies to the customer's rights to compensation for damages or compensation in lieu of performance, also due to
all damages to other legal assets of the customer caused by the defect, unless
it is a matter of damage to life, body or health of the customer or we are responsible for the defect due to
intent or gross negligence.
2If rights are also the subject of this contract, the limitation period for the customer's claims for defects
shall begin with the agreement of the contracting parties on the transfer of these rights to the customer.

§ 13 Withdrawal and compensation instead of performance due to breach of duty
1. A deadline set by the customer for subsequent performance must be at least 14 days, unless the
subsequent performance must take place within a shorter period of time for special reasons.
2. Even after the fruitless expiry of a reasonable grace period, the customer shall only be entitled to withdraw from the
contract or to claim damages instead of performance if he has announced this when setting the grace period
or otherwise announced a reasonable period in advance.
3.If the customer repeatedly sets a deadline for subsequent performance, the customer is not
entitled to withdraw from the contract or demand compensation instead of performance during the course of this deadline.

§ 14 Return delivery
1. Return delivery and/or exchange of faultless goods is only possible if we have expressly agreed to this
. There is no legal obligation to take back the goods. Return deliveries and
returns intended for exchange must be delivered to our place of business as soon as possible
at the expense of the
customer, including any advance freight costs paid by us, stating the delivery bill or invoice number. Until acceptance, the risk
shall be borne by the customer. We are entitled to charge
storage costs or to refuse to take back the goods. The minimum processing fee for
returned goods is 50.00 Euro net. If special expenses are necessary to identify the returned goods
or to put them in perfect condition (repairs, cleaning, etc.), we
are entitled to charge any costs to the customer.
2. The customer is obliged to notify us of return deliveries in advance. If the customer violates this obligation,
shall be liable for any resulting damage. We reserve the right to return unannounced return deliveries unprocessed and
freight collect or
even to refuse to accept such deliveries. The return must be notified in writing or in text form in accordance with §
126b BGB (in particular fax or e-mail) and confirmed in writing by UGA - goods not
notified will either be returned to the sender (freight collect) or will be charged with an expense allowance in
the net amount of 25 euros (in addition to the following return costs).

§ 15 Liability
1. We shall not be liable for slightly negligent breaches of duty insofar as these do not concern essential contractual obligations
or we have assumed a
guarantee for the fulfillment of this duty or the success that did not occur due to the breach of duty.
This also applies to corresponding actions of our organs and vicarious agents.
2.This exclusion of liability does not apply if the damage consists of injury to life, limb or
health or claims under the Product Liability Act or claims under data protection law
regulations (in particular the EU General Data Protection Regulation, Federal Data Protection Act) are affected.
3. We have business liability and product liability insurance. Insofar as this occurs, the
exclusion of liability according to paragraph 1 of this section does not apply with the proviso that the claim for damages
is limited in each individual case to a maximum total of
1,500,000 euros.
4Any claims for damages by the customer arising from a grossly negligent breach of duty or a grossly
negligent tortious act on our part shall be limited to the damage foreseeable by us.
5. Paragraphs 1 to 4 of this section shall apply accordingly to tortious acts committed by our employees and
vicarious agents.

§Section 16 Retention of title
1. We reserve title to the purchased item until receipt of all payments from the delivery contract. In the event of
breach of contract by the customer, in particular default of payment, we are entitled to take back the purchased item after the fruitless expiry of a
grace period (unless this is dispensable by law). If we take back the purchased item
, this shall constitute a withdrawal from the contract. After taking back the purchased item, we are authorized to
sell it; the proceeds from the sale shall be offset against the customer's liabilities - less
reasonable selling costs.
2. The customer is obliged to treat the purchased item with care; in particular, he is obliged to insure it sufficiently at
own expense against fire, water and theft damage at replacement value. If
maintenance and inspection work
is required, the customer must carry this out in good time at his own expense.
3In the event of seizures or interventions by third parties, the customer must notify us immediately in writing or in text form in accordance with §
126b BGB (in particular fax or e-mail) so that we can take legal action in accordance with § 771 ZPO.
If the third party is not in a position to reimburse us for the judicial and extrajudicial costs of a lawsuit in accordance with § 771
ZPO, the customer shall be liable for the loss incurred by us.
4The customer is entitled to resell the purchased item in the ordinary course of business; however, he hereby assigns to
all claims in the amount of the final invoice amount (including VAT) of our claim which accrue to him
from the resale against his customers or third parties, irrespective of whether the
purchased item has been resold without or after processing. The
purchaser remains authorized to collect this claim even after the assignment. Our authorization to collect the
claim ourselves remains unaffected by this. However, we undertake not to collect the claim,
as long as the customer fulfills his payment obligations from the collected proceeds, is not in
default of payment and, in particular, no application for the opening of composition or insolvency proceedings has been filed
or payments have been suspended. If this is the case, however, we can demand that the customer informs us of the
assigned claims and their debtors, provides all information necessary for collection, hands over the
associated documents and informs the debtors (third parties) of the assignment.
5. The processing or transformation of the object of sale by the customer is always carried out for us. If the
object of sale is processed with other objects not belonging to us, we shall acquire co-ownership of the
new object in the ratio of the
value of the object of sale (final invoice amount, including VAT) to the other processed objects at the
time of processing. In all other respects, the same shall apply to the item created by processing as to the
purchased item delivered under
reservation of title.
6. If the purchased item is inseparably mixed with other items not belonging to us, we shall acquire
co-ownership of the new item in the ratio of the value of the purchased item (final invoice amount, including VAT)
to the other mixed
items at the time of mixing. If the mixing takes place in such a way that the purchaser's
item is to be regarded as the main item, it is agreed that the purchaser shall transfer co-ownership to us on a pro rata basis. The
customer shall keep the sole ownership or co-ownership thus created for us.
7. The customer shall also assign to us the claims to secure our claims against him which arise against a third party through the
combination of the object of sale with a property.
8.We undertake to release the securities to which we are entitled at the request of the customer to the extent that the
realizable value of our securities exceeds the claims to be secured by more than 10%; we shall be responsible for selecting the
securities to be released.

§ 17 Place of jurisdiction - place of performance - data protection
1. If the customer is a merchant, our registered office is the place of jurisdiction; however, we are entitled to sue the customer
also at his place of residence or registered office.
2. For cross-border deliveries - if the customer is a merchant within the meaning of the German
Commercial Code (HGB) - the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship
is
Heidenheim/Brenz, Federal Republic of Germany. However, we are also entitled to sue the customer at any other
court which has jurisdiction on the basis of the European Jurisdiction and Enforcement Regulation (EuGVVO)
or other legal provisions and international agreements.
3. If the customer is a consumer, the statutory place of jurisdiction shall apply. However, the court at our place of business shall also have jurisdiction
if the consumer has moved abroad
or is not known to us after conclusion of the contract.
4. Unless otherwise stated in the order confirmation, our place of business shall be the place of performance.
5. All legal relationships between us and the customer arising from this contract shall be governed solely by the law applicable to the legal relationships of domestic parties at our registered office
(German law), to the exclusion of
foreign law. The application of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded
.
6. Please note our information on data protection, which we have provided for you on our website
www.uga.eu/de/datenschutz.html under "Data protection".
Bolheim, July 2023