Terms

I. GENERAL PROVISIONS
Our deliveries, performances and offers are exclusively made on the basis of these business
relations. Thus, they shall also apply to all future business relations even if they were not
expressly agreed again.
These terms and conditions shall be considered as accepted on taking delivery of the goods or
performance at the latest.
General conditions of purchase of the buyer are not accepted.
In accordance with the provisions of the General Data Protection Regulation (GDPR) and the German
Federal Data Protection Act, we point to our buyers that we process personal data required for the
settlement of business relations by means of EDP and transmit these data only in-house.

II. OFFERS
Our offers are not binding and without obligation. Contracts for delivery (including subsidiary
agreements) as well as declarations of our representatives shall only become legally binding for us
after our written confirmation. With regard to individual productions, in particular, we reserve
the right to technical changes. However, we shall not be obliged to make such changes on goods
already delivered. Illustrations, drawings, weights and measures or any other performance figures
shall only be binding if this is expressly agreed in writing.
We reserve our property rights, copyrights and industrial property rights with regard to all
illustrations, calculations, drawings and schemes, drafts, software descriptions and any other
documents. The buyer may only reproduce or transmit them to third parties after our written
consent. They shall be returned immediately upon our request. Business mail printed by computers
(e.g. order confirmations, invoices, credit notes, prompt notes) shall also be legally binding
without signature.

III. PRICES
1) Our prices are net ex works or ex stock plus packaging, freight and VAT. They do not include,
unless expressly included in the offer, costs of erection, assembly, installation and instruction.
With regard to orders without agreed prices, our prices shall apply which are valid according to
the price list on the
day of delivery.
Part deliveries shall be invoiced separately unless expressly agreed otherwise.

2) We reserve the right to make a corresponding price adjustment in the event of changes of
materials usage prices and personnel costs until the day of delivery. However, this shall only
apply to periods of delivery of more than 4 months and price adjustments of no more than 10
percent. A new price agreement shall be required for higher rates. If such an agreement is not
made, we shall be entitled to withdraw from the contract by written notice within 14 days.

IV. TERMS OF PAYMENT
1) If terms of payment were not already agreed at the conclusion of the contract, the payment is
effected at a share of 30 % on receipt of the order, 60 % on announcement of readiness for
despatch, receipt of payment before delivery ex works/ex stocks, 5 % on commissioning, but at the
latest 6 weeks after delivery, and 5 % on receipt but at the latest 2 weeks after commissioning.
2) The buyer may only offset his claims which are not contested or became res judicata.
3) We are not obliged to discount bills and cheques. Credit notes for bills and cheques are made
with value of the date when we can dispose of the countervalue.
4) We charge default interest in the legal amount in the event of default in payment. Assertion of
other damages shall not be excluded. All claims will be due immediately in the event of
non-compliance with terms of payment, dishonouring of bills and cheques, cessation of payments or
upon circumstances which reduce the buyer’s credit worthiness or ability to pay. Furthermore, we
shall be entitled to execute outstanding deliveries only on advance payment or withdraw from the
contract after setting of a reasonable grace period and claim damages instead of performance.
5) Incidentally, the following provisions of fig. IX. shall apply with regard to claims for damages
of the buyer.

V. RESERVATION OF OWNERSHIP
1) Our deliveries are exclusively made with reservation of ownership (conditional commodity).
Ownership passes to the buyer not before he redeemed his total liabilities including any balance
claims from our goods delivered. The same shall apply if payments are made for specially described
claims.
2) Processing or transformation is always made for us as producer, however, without any obligation
for us. If goods delivered by us are mixed or linked with other objects, the buyer shall assign the
(joint) ownership to us of the corporeal thing created hereby, namely in proportion of the invoice
value of our conditional commodity to the invoice value of the other goods used.

3) The buyer shall only sell or use our conditional commodity in the ordinary course of business.
Pledging and assignment as security shall be inadmissible. By way of security and to the full
extent, the buyer assigns the claims (including any balance claims) to us already now, which arise
from resale or any other legal ground (further use, tortuous act) with regard to the conditional
commodity.
4) The buyer shall be entitled to collection of the claims assigned to us. We may revoke the
collection authorization in the event of default, cessation of payment, application to commence
insolvency or composition proceedings or any other deterioration of the buyer’s assets. The buyer
shall notify us immediately about attachments, seizures or any other orders or interferences by
third parties.
5) If the buyer defaults, we shall be entitled to demand return of the conditional commodity and
get the actual possession of this conditional commodity by own action or authorized
representatives, no matter where it is located. The buyer shall be obliged to return conditional
commodity to us. Furthermore, he shall be obliged to supply the information required and deliver
documents for the enforcement of our rights.
6) If the realizable value of the securities due to us in accordance with foregoing provisions
exceeds the value of our claims by more than 10 percent, we shall be obliged to release exceeding
securities at our option upon buyer’s request.

VI. PERIODS OF DELIVERY/DEFAULT
1) Delivery time information is only approximate. Periods of delivery basically only commence after
complete clarification of the technical and commercial details decisive for the execution of the
order and rendering of advance performances of the buyer in due time. We shall only be in default
if the performance is due and a written demand for payment was issued. Delivery day is the day of
dispatch ex works and ex stock respectively.
2) We shall also not be liable with regard to bindingly agreed periods and dates in the event of
delays in delivery and of performance due to force majeure and events which considerably complicate
or make delivery impossible not only temporarily - strike. lockout, breakdown, delay in supply with
important raw and auxiliary materials even if the delay occurs at our supplier, in particular.
These delays entitle us to postpone delivery for the period of the impediment plus a reasonable
start-up period or to withdraw from the contract as a whole or in part. If delivery time is
extended or we are released from our delivery commitment, the buyer may not derive a claim for
damages from it. However, we may only rely on the circumstances mentioned if we notify the buyer
immediately.
3) We shall be entitled to make part deliveries. Any part delivery shall be considered as
independent transaction.

VII. SHIPMENT
1) Shipment is made for the buyer’s account.
2) Mode of shipment and shipping route, transport and packaging and other securities respectively
shall be at our choice. We shall be entitled, however, not obliged to insure deliveries in the name
and for account of the buyer.
3) Risk passes to the buyer when shipment is handed over to the person performing the transport or
left our works and stock respectively for shipment.
4) If the buyer violates their duties to cooperate (e.g. by not timely retrieving the goods or by
declining acceptance), we are entitled to store the goods at the buyer’s costs and risk and to
demand compensation for the damages that have been caused so far (in particular storage costs)
inclusive additional expenses after an extension of time has passed without any success.
5) After the extension of time has passed without any success, we are also entitled to charge the
ordered goods.
6) If the above conditions apply, the risk of accidental loss or of accidental deterioration of the
purchased item passes to the buyer at the point in time that the buyer will default on acceptance
or payment.
7) With this, the goods are stated as accepted.
8) Our right of demanding compensation because of breach of duty or compensation instead of service
respectively shall remain unaffected by this.
9) Discharge of the goods is made at buyer´s expense.

VIII. MATERIAL DEFECTS
1) Goods are delivered free of production defects or defects in material. Claims based on defects
shall not exist in the event of an only irrelevant deviation from the quality agreed or irrelevant
impairment of usefulness.
2) Guarantees for the quality and durability of the delivery item shall only be considered as
furnished, if we declared the guarantee as such expressly and in writing.
3) Notice of defect shall be made immediately - and in writing - and is excluded if we do not
receive it within 2 weeks after receipt of the delivery. We shall be notified immediately about
defects which could not be detected within this period (even with careful inspection), however, 2
weeks after detection at the latest.
4) If there is a defect in the goods delivered and the cause already existed at the time of the
passage of risk, we will rectify the defect free of charge at our option within a reasonable period
or remedy the defect by delivery of a corporeal thing free of defects (subsequent performance). If
the buyer rejects this or changes or repairs of the corresponding goods are made, we shall be
exempted from the

liability for defects.
5) If rectification of defects fails after 2 attempts or if it is not made within a reasonable
grace period set by the buyer, the buyer may reduce the purchase price or withdraw from the
contract.
6) Damages attributable to errors of third parties during planning do not constitute a claim based
on defects. Obligation to inspection shall be excluded with regard to planning services of third
parties. Damages occurred due to wrong or faulty installation, putting into operation, treatment,
operation, maintenance or use of materials (spare parts, wear parts, supplies, oil, etc.) not
prescribed also do not constitute a claim based on defects. The same shall apply with regard to
overload and corrosion damage.
7) Liability for usual wear and tear shall be excluded.
8) Variations of the efficiency factor of our CHP (combined heat and power) as well as the
economical return are results of a large number of circumstances such as technical and conceptional
influences. Therefore, the economical return depends on the local factors in which the BHKW is
operated. As the company does not have any influence on the specific local situation a deviation in
the efficiency factor does not constitute a defect.
Because of measuring deviations, variable basic conditions and fluctuations of fuel quality the
details of the efficiency factor are subjected to a tolerance.
However, our CHP may achieve an utilisation rate up to 90 % as far as primary energy is concerned.
The level of usable heat quantity depends on the technical conception of the overall system. We
point out that the economical return of our CHP depends from the operation and use in the
individual case. For this reason, the achievable economical return is not part of the contract,
especially as far as tax advantages are intended. With that, we clarify that solely the purchaser
will bear the risk of use.
9) Claims against the seller due to defects shall only be due to the actual buyer and are not
assignable.
10) Claims of the buyer for expenses required for the purpose of subsequent performance or reversal
of transaction after withdrawal from the contract - transport costs, road costs, labour cost and
materials cost, in particular - shall be excluded, if expenses increase because the delivery item
was installed at a location difficult to access. The same shall apply if the delivery item was
installed outside of the territory of the Federal Republic of Germany.
11) Recourse claims of the buyer against us, in accordance with section 478 BGB - German Civil
Code, (contractor’s recourse) shall only exist to the extent that the buyer did not made an
agreement with his customer which goes beyond the legal claims based on defects.

12) Warranty period regarding claims based on defects is limited to 12 months, starting from
delivery of the goods or 18 months from notification of readiness to deliver or a running time of
8,000 operating hours at a maximum, depending on whichever is earlier.
But it is preconditioned that the maintenance work is duly done according to the maintenance
schedule by a specialized company. Commissioning corresponds acceptance. If otherwise a formal
acceptance is agreed, claims based on defects lapse after 12 months calculated from date of
acceptance.
•  Warranty period for reconditioned items shall be 12 months calculated from delivery of
goods.
•  Purchase of used goods shall be effected to the exclusion of warranty.
•  Warranty period for services and maintenance shall also be 12 months calculated from the
completion of these services.
•   The original warranty period of supplied goods shall not be extended in case of replacement of
parts, assemblies of products or whole products. Replaced parts shall become our property.
These periods shall only apply if no longer periods are prescribed by law obligatory. The statutory
limitation periods shall apply in the event of injury to life, body or health and willful acting or
grossly negligent breach of our duties as well as fraudulent concealment of a defect or giving of a
guarantee as to quality.
13) We state that according to the conditions above there is no intention to change any legal or
caselaw distribution of burden of proof.

IX. LIABILITY
1) We shall only be liable with regard to damages and compensation for futile expenses (section 284
BGB - German Civil Code) due to violations of contractual or non-contractual obligations, as well
as violations based on tortius liability

- in the event of intentional or grossly negligent acting
- in the event of intentional or negligent injury to life, body or health
- due to fraudulent concealment of defects or giving of a guarantee - as to quality according to
the German Product Liability Act
2) We shall be liable for any negligence in the event of violation of essential contractual
obligations however, only to the extent of the foreseeable contract- typical damage.
3) As far as our liability is excluded or limited, this shall also apply to employees,
representatives and vicarious agents.
4) Essential contractual obligations are duties which imply the character of a

contract and on which the other party may trust; such as fundamental rights and obligations as
requirements for a performance of the contract as well as indispensable conditions for purposing
the contract.
5) Claims to lost profits, saved expenses, based on claims for damages of third parties and any
other indirect and consequential damages may not be demanded unless a quality feature guaranteed by
the Contractor has the purpose to protect the Customer against such damages.
6) We state that according to the conditions above there is no intention to change any legal or
caselaw distribution of burden of proof.

X. ACCEPTANCE/DAMAGES
1) If the buyer withdraws unjustified from an order given, we may demand 15 percent of the selling
price for costs incurred for order processing and lost profit, without prejudice to the option of
asserting higher actual damage. The buyer shall be entitled to prove that no or a slight damage
occurred.
2) The buyer shall be obliged to accept contractually agreed goods. If the customer fails to honour
this obligation, we shall be entitled to also withdraw from the contract and claim damages due to
failure to perform after expiration of a statutory period of 14 days.

XI. EXPORT CONTROL/ EMBARGO REGULATIONS
1)  The Buyer shall not sell, export or re-export, directly or indirectly, to the Russian
Federation and/or to Belarus, or for use in the Russian Federation and/or in Belarus, any goods
intellectual property rights or business secrets supplied under or in connection with this
Agreement that fall under the scope of Article 12g and 12ga of Council Regulation (EU) No 833/2014
and Article 8g of Council Regulation (EU) No 765/2006.
2)  The Buyer shall undertake its best efforts to ensure that the purpose of paragraph XI. 1) is
not frustrated by any third parties further down the commercial chain, including by pos-sible
resellers.
3)  The Buyer shall in particular under the scope of Art. 12gb Section 3 of Council Regulation (EU)
No 833/2014 set up and maintain an adequate monitoring mechanism to detect conduct by any third
parties further down the commercial chain, including by possible re-sellers, that would frustrate
the purpose of paragraph XI. 1..
4)  Any violation of paragraphs XI. 1), 2) or 3) shall constitute a material breach of an essential
element of this Agreement, and we shall be entitled to seek appropriate remedies, including, but
not limited to:

- termination of this Agreement and
- a penalty of 5 % of the total value of this Agreement or price of the goods exported, whichever
is higher.

5)  The Buyer shall immediately inform us about any problems in applying paragraphs XI. 1), 2) or
3), including any relevant activities by third parties that could frustrate the purpose of
paragraph XI. 1.. The Buyer shall make available to us information concerning compliance with the
obligations under paragraph XI. 1), 2) and 3) within two weeks of the simple request of such
information.

XII. Force Majeure
1) Neither party shall be responsible for being prevented from performing the contract as a result
of force majeure or other events beyond its control.
2) "Force Majeure" means the occurrence of an event or circumstance which prevents a party from
performing one or more of its obligations under the Contract if and to the extent that such party
proves that:
[a] that such impediment is beyond its reasonable control; and
[b] that it was not reasonably foreseeable at the time the contract was made; and
[c] that the effects of the impediment could not reasonably have been avoided or overcome by the
party affected.
3) In the absence of evidence to the contrary, the following events affecting a party are presumed
to satisfy conditions (a) and (b) under paragraph 2 of this clause:
(i) War (declared or undeclared), hostilities, invasion, acts of foreign enemies, large-scale
military mobilization;
(ii) civil war, riot, rebellion and revolution, military or usurped power, insurrection, acts of
terrorism, sabotage or piracy;
(iii) currency and trade restrictions, embargo, sanctions;
(iv) lawful or unlawful official act, compliance with laws or government orders, expropriation,
confiscation of works, requisition, nationalization;
(v) plague, pandemic, epidemic, natural disaster or extreme natural event;
(vi) explosion, fire, destruction of equipment, prolonged breakdown of transportation,
telecommunications, information systems or energy;
(vii) general labor unrest such as boycotts, strikes and lockouts, slowdowns, occupation of
factories and buildings. It is expressly clarified that all impairments of the contractual services
in connection with the current corona pandemic, such as in particular measures ordered by the
authorities or delivery difficulties and/or

delivery difficulties at upstream suppliers, constitute force majeure within the
meaning of this clause.
4) A party that successfully invokes this clause shall be released from its obligation to fulfill
its contractual obligations and from any liability for damages or any other contractual remedy for
breach of contract from the time at which the impediment causes the inability to perform, provided
that this is communicated immediately. If notice is not given without delay, the relief shall take
effect from the date on which the notice is received by the other party. If the effect of the
claimed impediment or event is temporary, the above consequences shall only apply for as long as
the claimed impediment hinders the performance of the party concerned. If the duration of the
alleged impediment has the effect of substantially depriving the parties of what they could
reasonably expect under the contract, either party shall have the right to terminate the contract
by giving notice to the other party within a reasonable time. Unless otherwise agreed, the parties
expressly agree that the contract may be terminated by either party if the
duration of the impediment exceeds 120 days.

XIII. PLACE OF PERFORMANCE/JURISDICTION
1) Wolfhagen is the place of performance. Jurisdiction regarding commercial course of business
shall be the court competent for our place of business.
2) German substantive law shall be applicable for all legal relations in connection with this
contract to the exclusion of the United Nations Convention on Contracts for the International Sale
of Goods (CISG).

XIV. SEVERABILITY
Should a provision of these conditions of sale and delivery or a provision within the scope of any
other agreement be invalid or become invalid, this shall not
affect the validity of the remaining provisions.