A. General terms and conditions of delivery and payment
 

I. General, scope of application:

1. Our general terms of delivery and payment (GTC) apply exclusively. This
   applies to all transactions to be concluded (e.g. material deliveries and ser-
   vices).
2. We do not recognise any terms and conditions of the client that are contrary
   to or deviate from our general terms and conditions unless we have ex-
   pressly agreed to their validity in writing. Our general terms and conditions
   shall also apply even if we perform the deliveries/services without reserva-
   tion in the knowledge that the client's terms and conditions conflict with or
   deviate from our general terms and conditions.
3. Our general terms and conditions o shall only apply to customers within the
   meaning of § 310 para. 1 BGB (German Civil Code).
4. Our general terms and conditions shall also apply to all future transactions
   with the client.
5. Unless otherwise provided for in these GTC, the statutory provisions shall
   apply in addition.

II. Offers / offer documents

1. Our offers are subject to change without notice, unless otherwise stated in the
   order confirmation.
2. We reserve the property rights and copyrights to illustrations, drawings, calcu-
   lations and other documents. The client requires our express written consent
   before passing them on to third parties.
3. The content and scope of our services, as well as the conditions under which
   we render our services, are set out in our letter of offer. It is the sole and inde-
   pendent responsibility of the client to ensure that the assumptions made in our
   letter of offer are correct. The client must inform us immediately and before
   execution if any assumptions made in our letter of offer are not applicable.
   Insofar as our assumptions are not correct, we reserve the right to adjust our
   letter of offer accordingly - if necessary. This applies in particular with regard
   to the scope of services, prices, deadlines or other circumstances.

III. Prices / terms of payment

1. Unless otherwise stated in our order confirmation, our prices shall apply "ex
   works".
2. We reserve the right to change our prices accordingly if, after conclusion of the
   contract, cost reductions or cost increases occur, in particular due to changes
   in collective agreements or changes in the price of materials. We shall provide
   evidence of these to the client on request.
3. All applicable taxes, in particular the statutory value added tax, are not in-
   cluded in our prices. Value added tax is to be paid at the statutory rate appli-
   cable on the day of invoicing.
4. The deduction of a discount requires a special written agreement.
5. Unless otherwise stated in the order confirmation, the remuneration is due for
   payment net (without deduction) within 14 days of the invoice date.
6. The client is only entitled to offsetting rights if his counterclaims have been le-
   gally established, are undisputed or we have recognised them. Furthermore, he
   is only entitled to exercise a right of retention if his counterclaim is based on
   the same contractual relationship.
7. If we accept bills of exchange and cheques, this is only on account of perfor-
   mance. The client shall bear the costs associated with this. Furthermore, we do
   not assume any obligation to present or lodge a protest in due time.

IV. Delivery, delivery time

1. Agreed delivery and installation dates are only binding for us under the condi-
   tion of complete clarification of all details of the order.
2. We make every effort to provide the deliveries and services within the time
   schedule specified in our offer. However, the delivery or completion dates
   stated are only estimates and are not contractually binding. Unless delivery and
   completion dates have been expressly agreed, the ordered deliveries and ser-
   vices must be provided within a reasonable period of time.
3. Unless otherwise stated in the order confirmation, delivery "ex works" is
   agreed.
4. If the client is in default of acceptance or culpably violates other obligations to
   cooperate, we shall be entitled to demand compensation for the damage in-
   curred by us in this respect, including any additional expenses. We reserve the
   right to assert further claims. The rights from § 642 BGB remain unaffected.
5. Insofar as the prerequisites of no. 3 are met, the risk of accidental loss or acci-
   dental deterioration of the object of sale shall pass to the customer at the point
   in time at which the customer is in default of acceptance or debtor's delay.
6. We shall be liable in accordance with the statutory provisions insofar as the
   underlying purchase contract is a firm deal within the meaning of § 286 para.
   2 no. 4 BGB or § 376 HGB. We shall also be liable in accordance with the
   statutory provisions if, as a consequence of a delay in delivery for which we
   are responsible, the client is entitled to claim that his interest in the further per-
   formance of the contract has ceased.
7. We shall also be liable in accordance with the statutory provisions insofar as
   the delay in delivery is due to an intentional or grossly negligent breach of
   contract for which we are responsible. Any fault on the part of our representa-
   tives or vicarious agents shall be attributed to us. If the delay in delivery is due
   to a grossly negligent breach of contract for which we are responsible, our
   liability for damages is limited to the foreseeable, typically occurring damage.
8. We shall also be liable in accordance with the statutory provisions insofar as
   the delay in delivery for which we are responsible is based on the culpable
   breach of a material contractual obligation. However, even in this case, liability
   for damages shall be limited to the foreseeable, typically occurring damage.
9. Otherwise, in the event of a delay in delivery, we shall be liable for damages
   incurred by the customer up to a maximum of 15% of the order value.
10. Further legal claims and rights of the client remain reserved.
11. In the event that the client changes agreed delivery or completion dates,
    he shall bear all relevant costs and expenses incurred by us. Furthermore, any
    further claims resulting from this shall remain unaffected.

V. Transfer of risk / Packaging costs

1. Transfer of risk to the client occurs immediately after notification that the items
   to be delivered are ready for collection.
2. Transport packaging and all other packaging in accordance with the packag-
   ing regulations will not be taken back.

VI. Liability for defects / total liability / limitation period

1. We confirm that
   1. we apply the necessary care in the provision of services on the basis of the
      recognised rules of technology;
   2. we are not aware of any rights of third parties at the time of the submission
      of the offer which conflict with a delivery or provision of services by us.
2. In the event that the provision in point VI. above 1 b) is not complied with by
   us, we shall be entitled to take the following alternatives at our discretion and
   at our own expense, whereby these shall be the sole legal consequences of the
   aforementioned infringement:
   1. the procurement of the rights of use with regard to the deliveries and services
      to be provided by us in favour of the client so that the client can continue the
      corresponding use; or
   2. To make modifications, alterations or adaptations to our deliveries and services
      in such a way that an infringement of the rights of third parties no longer occurs,
      provided that a significant reduction in performance and function does not oc-
      cur; or
   3. to replace the agreed deliveries and services by others (replacement delivery/
      replacement service), provided that this replacement does not mean a signifi-
      cant reduction in performance and function.
3. The client ensures that he is the owner of the rights of use of the deliveries and
   services to be provided by him and that their use for the agreed deliveries and
   services does not infringe any third-party property rights.
4. In the event that the client violates his obligation under the above VI clause 3,
   we shall have the right to refuse performance at our discretion and without
   prejudice to further rights. In turn, the client cannot derive any rights from this.
   Within a maximum period of 14 days the client is obliged to either
   1. procure for us the relevant rights of use of the deliveries and services to be
      provided by him, or
   2. to make modifications, alterations or adaptations to the goods and services to
      be provided by it so that an infringement of third party rights no longer occurs,
      but without any significant reduction in the performance and function of the
      goods and services to be provided by him; or
   3. to replace the deliveries and services to be provided by him with others (re-
      placement delivery / replacement service), provided that this replacement does
      not involve a significant reduction in the efficiency and function of the deliveries
      and services to be provided by him.
      If delivery dates have been agreed, the customer shall be liable for the costs
      incurred by us due to the interruption of our deliveries and services. If the cus-
      tomer does not succeed in averting an infringement in accordance with VI no.
      4 a, b or c, we shall be entitled to terminate the business relations with regard
      to the services to be rendered.
5. The client's rights in respect of defects presuppose that the customer has
   properly fulfilled his obligations to inspect and notify defects in accordance with
   § 377 HGB.
6. We guarantee that our deliveries and services comply with the requirements
   mentioned in the order confirmation solely with regard to the purpose of use
   stated therein. Furthermore, we do not guarantee that our deliveries and ser-
   vices are suitable for the purpose pursued by the customer. The client confirms
   that this is solely his responsibility. Unless otherwise stated in these general
   terms and conditions of delivery, payment and installation and to the extent
   permitted by the applicable statutory provisions, all rights in respect of defects
   are excluded in full.
7. We are not liable for deterioration or delays caused by the use of material still
   to be tested.
   Furthermore, we shall not be liable for deterioration or delays due to defects
   caused by normal wear and tear, misuse or changes to our deliveries and
   services. The same shall apply insofar as any rectification of defects is not
   carried out by us.
8. Insofar as the purchased item is defective, we are entitled to choose between
   subsequent performance in the form of rectification of the defect or delivery of
   a new item free of defects. In the event of rectification of the defect, we are
   obliged to bear all expenses necessary for the purpose of rectifying the defect,
   in particular transport, travel, labour and material costs, provided that these are
   not increased by the fact that the object of sale was taken to a place other than
   the place of performance.
9. If the supplementary performance fails, the client is entitled to demand rescis-
   sion or reduction of the purchase price at his discretion.
10. We shall be liable in accordance with the statutory provisions if the client
    asserts claims for damages based on intent or gross negligence, including intent
    or gross negligence on the part of our representatives or vicarious agents. As
    far as we are not accused of intentional breach of contract, the liability for
    damages is limited to the foreseeable, typically occurring damage.
11. We shall be liable in accordance with the statutory provisions if we culpa-
    bly violate an essential contractual obligation. However, even in this case the
    liability for damages shall be limited to the foreseeable, typically occurring
    damage. An essential contractual obligation exists if the breach of duty refers
    to an obligation on the fulfilment of which the client has relied and was entitled
    to rely on.
12. Liability for culpable injury to life, body or health remains unaffected. This
    also applies to mandatory liability under the Product Liability Act.
13. Unless otherwise regulated above, liability is excluded.
14. Any further liability for damages other than that provided for in clauses 1
    to 13 shall be excluded, irrespective of the legal nature of the claim asserted.
    This applies in particular to claims for damages arising from fault in conclusion
    of a contract, other breaches of duty or tortious claims for compensation for
    property damage in accordance with § 823 BGB.
15. The limitation according to section 14. shall also apply if the client de-
    mands compensation for useless expenses instead of a claim for damages in-
    stead of performance.
16. Insofar as liability for damages against us is excluded or limited, this shall
    also apply with regard to the personal liability for damages of our employees,
    workers, staff, representatives and vicarious agents.
17. The period of limitation for claims for defects by the client which are not
    subject to § 438 para. 1 no. 2 BGB is one year from delivery of the goods.
18. The client does not receive guarantees in the legal sense from us.
19. Public statements, recommendations or advertising by the manufacturer do
    not constitute a contractual statement of quality.
20. Should a design fault for which we are responsible become known during
    the performance of the service or at a later date, we shall endeavour to rectify
    the problem at our expense.

VII. Reservation of ownership

1. We reserve title to the object of sale until receipt of all payments from
   the existing business relationship with the client. The reservation refers
   to the acknowledged balance. If the customer acts in breach of contract,
   in particular in the event of default in payment, we shall be entitled to
   take back the purchased item after setting a reasonable deadline. Our
   taking back of the object of sale shall constitute a withdrawal from the
   contract. After taking back the object of sale, we shall be entitled to sell
   it. The proceeds of sale shall be set off against the client's liabilities - less
   reasonable costs of sale.
2. The client is obliged to handle the purchased item with care. In particu-
   lar, he is obliged to insure it sufficiently at his own expense against fire,
   water and theft damage at replacement value. If maintenance and in-
   spection work is required, the client must carry this out in good time at
   his own expense.
3. In the event of seizure or other interventions by third parties, the customer
   must inform us immediately in writing so that we can take legal action in
   accordance with § 771 ZPO [Code of Civil Procedure]. Insofar as the
   third party is not in a position to reimburse us for the judicial and extra-
   judicial costs of a lawsuit in accordance with § 771 ZPO, the client shall
   be liable for the loss incurred by us.
4. The client shall be entitled to resell the object of sale in the ordinary
   course of business. However, he hereby assigns to us 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, irre-
   spective of whether the object of sale has been resold without or after
   processing. The client remains entitled to collect this receivable even fol-
   lowing withdrawal from the contract. Our right to collect this receivable
   independently remains unaffected. However, we undertake not to collect
   the claim as long as the client meets his payment obligations from the
   proceeds received, is not in default of payment, and in particular no
   application for the opening of insolvency - or similar proceedings - has
   been filed or payments have been suspended. However, if this is the
   case, we can demand that the client informs us of 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.
5. The processing or alteration of the purchased item by the client is always
   carried out for us. If the purchased item is processed with other items not
   belonging to us, we shall acquire co-ownership of the new item in the
   proportion of the value of the purchased item (final invoice amount, in-
   cluding VAT) to the other processed items at the time of processing.
   For the rest, the same shall apply to the object resulting from processing
   as to the object of sale delivered under reservation of title.
6. If the object of sale is inseparably mixed with other objects not belonging
   to us, we shall acquire co-ownership of the new object in proportion to
   the value of the object of sale (final invoice amount including VAT) to the
   other mixed objects at the time of mixing. If the mixing is carried out in
   such a way that the object of the client is to be regarded as the main
   object, it shall be deemed agreed that the client shall transfer propor-
   tional co-ownership to us. The client shall keep the sole ownership or co-
   ownership thus created in safekeeping for us.
7. The client also assigns to us the claims to secure our claims against him
   which arise against a third party through the connection 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 client to the extent that the realisable value of our securities
   exceeds the claims to be secured by more than 10%. The selection of
   the securities to be released is at our discretion.

VIII. Third-party rights

1. If we manufacture and deliver items and systems according to the client's
   specifications, drawings or models, the client shall be liable for ensuring
   that the property rights of third parties are not infringed. The client shall
   indemnify us against claims of third parties and shall compensate us for
   any damage that may have been caused.
2. If a third party invokes a property right belonging to him and prohibits
   us from manufacturing, we shall be entitled to stop work without exam-
   ining the legal situation. We are obliged to inform the customer immedi-
   ately.
3. The client is aware that we use or apply our own know-how in the pro-
   vision of services. The client has no rights to this know-how nor does he
   acquire any rights to it. Furthermore, the client has or acquires no rights
   to improvements, further developments, modifications or alterations of
   the know-how, which are made by us or on our behalf upon fulfilment
   of the contract or in any other way. All claims or rights to this infor-
   mation, to its further development, modifications, improvements or devi-
   ations are our sole property. Should the client require this information
   for the use of the deliveries and services to be provided by us, he is
   granted a simple right of use of this information for internal use, i.e. only
   in the area of his own business operations.
4. All intellectual property rights as well as copyrights to all reproductions,
   drawings or other documents shall remain our property. Before passing
   on these documents to third parties, the customer must obtain our express
   written consent.

IX. Place of jurisdiction / applicable law

1. If the customer is a businessman, the place of jurisdiction is our place
   of business in Melle at our discretion. However, we are also entitled
   to bring an action against the client at his place of residence/busi-
   ness court.
2. The law of the Federal Republic of Germany shall apply, excluding
   §§ 27 ff. EGBGB [Introductory Act to the Civil Code]. The validity of
   the UN purchase law is excluded. In particular, the legal regulations
   of the BGB (German Civil Code) and the HGB (German Commercial
   Code) are applicable.

B Terms of installation

Insofar as we also or exclusively undertake assembly and similar services in addi-
tion to the delivery of the object of purchase, the following assembly conditions
shall apply in conjunction with or in addition to the general terms of delivery and
payment. The regulations in A I. apply accordingly:

I. Installation requirement

The client must ensure that the structural conditions for a flawless and smooth in-
stallation are also in place at the agreed installation start. Provided that the con-
tractual services to be provided by the client have been fulfilled, we guarantee a
speedy, continuous installation. Should waiting times or hindrances arise in this
connection for which we are not responsible, we reserve the right to charge the
resulting costs separately. Normal structural conditions are assumed for the instal-
lation, which allow unhindered execution without special additional work.

II. Delivery

1. If the delivery is not accepted by us or a subcontractor commissioned by us, the
   client must immediately check the goods for completeness and intactness.
2. Delivery must be possible with a 40-tonne lorry.
   The delivered parts are to be stored free of charge protected from weather influ-
   ences and damage by third parties, as well as protected against theft.
   A storage area secured against theft and damage must be provided free of
   charge in close proximity to the installation position.
   A suitable forklift must be available for unloading.
3. A suitable insertion opening shall be provided through which the structural ele-
   ments can be inserted into the building in a horizontal position. For transport in
   the building, appropriate transport routes and transport tools, forklift trucks, lifts,
   etc. must be provided between the opening where it is brought in / storage
   location and the installation site.
   The transport of the construction elements in the building at ground level must
   be possible with a radius of 50 m.

4. Installation work must always be scheduled at least 2 complete calendar weeks
   in advance. We will forward you a corresponding request form in this regard.
   The release is only considered to have been issued if the form is completely
   filled out and received by us in time.
   Installations take place in the time from Monday - Friday from 7:00 am to 5:00
   pm. Services performed outside of this time will be invoiced with corresponding
   surcharges. The place of assembly must be freely accessible and the work must
   not be hindered by other trades or internal transport, even outside the working
   hours of the client.
   Obstacles, such as pipes, ducts, air curtain systems or similar at the company
   where the installation is performed must be removed for the duration of the work.
   Supply lines running under plaster in the installation area must be adequately
   marked by the client in advance. A cutting check must be present at the installa-
   tion opening. Site power must be available at a maximum distance of 50 m from
   the installation location. The preparatory work required for the installation, such
   as masonry, plastering, caulking and flooring work, must be completed.
   The floor must be walkable and have sufficient load-bearing capacity. The sec-
   tion of the building opening must be available according to our specifications.
   Should it be determined during installation that elements are to be installed in
   aerated concrete / Poroton or hollow block tiles, the additional time which this
   requires will be calculated separately. This does not apply if this has been
   agreed accordingly in advance.
   Installation at ground level on a finished floor.
   The installation occurred under plus temperatures. Any necessary thermal sepa-
   ration of the installation and assembly area must be carried out by the client.
   When mounting in external walls, appropriate access at ground level from the
   outside must be ensured. In the case of sliding doors, care must be taken to
   ensure that the space for the door in the door position is not blocked by shelves
   or other objects. For sliding doors with a floor guide (without threshold) the floor
   work must be completed before installation, otherwise costs for an additional
   installation trip will be incurred.
   From a working height of 3 m upwards, assembly aids (scaffolding, lifting plat-
   form, forklift trucks, etc.) must be provided during the entire assembly period,
   even outside the client's normal working hours. Not included in the services are

   • Power supply
   • Ready to paint, spatulated frame grouting
   • Final cleaning of doors and frames

   The following services are not included in the installation services, but can be
   ordered optionally:

   • the adjustment of the doors after cold driving
   • subsequent adjustment and calibration of radar detectors
   • Participation in an expert inspection
   • Acceptance of the hold-open system for fire protection products
   • Initial commissioning for electrically driven products
5. Hourly wage work
   If assembly is not carried out on a flat-rate basis but on a time and material
   basis, the work shall be performed on an hourly basis plus any travel and
   freight costs, auxiliary equipment such as forklift trucks, platforms etc.
   Waiting times will be invoiced according to time spent in addition to our re-
   spectively valid daily wage rates, provided that the delay is the responsibility
   of the client or third parties commissioned by him.
   Instructions from the site management to perform additional work which is not
   part of our contractually agreed service will be carried out on an hourly rate
   basis in accordance with our respectively applicable daily rates.
6. Visual inspection / inspection
   Immediately after completion of the installation work, a visual inspection must
   be carried out by the customer.
7. Disposal
   Appropriate containers must be provided for the disposal of the packaging
   material.
8. General
   The client shall inform the installation personnel about existing safety regula-
   tions, in particular with regard to safety clothing, smoking bans, welding or
   machining work, etc.
   If the customer culpably fails to comply with this obligation even in the case of
   slight negligence and damages are incurred as a result, the customer shall
   indemnify us from the obligation to pay damages. If one of the aforementioned
   conditions is not fulfilled and work is interrupted for this reason, a daily wage
   lump sum will be credited.

III. Acceptance

1. The client is entitled and obliged to accept the installation work upon comple-
   tion.
2. Acceptance shall be deemed to have been effected if the client does not accept
   the installation work within a reasonable period of time determined by us, alt-
   hough he is obliged to do so.
3. From the time of acceptance, there are no longer any warranty claims against
   us in respect of known defects, unless the client reserves his rights in respect of
   these defects upon acceptance.

IV. Limitation period

Claims for defects on the part of the customer arising from the installation shall
become time-barred one year after acceptance. The limitation period of § 634 a
para. 1 no. 2 BGB remains unaffected.

V. Construction services

Insofar as we provide construction services in accordance with the definition of §
1 VOB/A (German Construction Contract Procedures Part A), the provisions of
VOB Parts B and C in the version applicable at the time of conclusion of the contract
shall apply to these.

Melle, June 2020