General Terms and Conditions of Delivery and Payment (ALZB)

§ 1 General provisions, credit checks, proprietary rights

1. These ALZB apply exclusively to all deliveries and services provided by us. This also applies to all future transactions of the aforementioned kind, even if these terms are not specifically referred to in the individual case.

2. The purchasing conditions or other terms and conditions of our contractual partner – hereinafter the buyer – are hereby expressly rejected. They shall not be binding on us even if we do not expressly object to them again when the contract is concluded.

3. These terms do not apply to consumers acting within the meaning of § 13 of the German Civil Code (BGB).

4. Any requirement of written form under these terms is satisfied by text form (Textform).

5. With regard to all information (dimensions, materials, colours, weights, illustrations, descriptions, drawings) in all of our catalogues and price lists, slight deviations are possible; it is possible to obtain samples and test them against the desired requirements. For any deviations, § 5 item 1 paragraph 3 must otherwise be observed.

6. Before concluding contracts, we regularly check the buyer’s creditworthiness. For this purpose, we work together with Creditreform Bielefeld Riegel & Unger KG, Sunderweg 3, 33649 Bielefeld, and/or with Atradius, Opladener Straße 14, 50679 Köln. To this end, we transmit the name and contact details (address) to the respective company named above that is consulted. Further information on Creditreform’s data processing can be found at www.creditreform-bielefeld.de/EU-DSGVO and www.atradius.de/dsgvo.html respectively.

7. We expressly reserve our proprietary rights. In particular: we reserve ownership rights, copyrights and other proprietary rights to our illustrations, brochures, calculations and other documents; they may not be made accessible to third parties without our consent.

§ 2 Offer, conclusion of contract, catalogue, price list

1. Offers made by TTL Network GmbH are subject to change and non-binding (freibleibend). Orders are only binding on us insofar as we confirm them or fulfil them by dispatching the goods. Over- or under-deliveries of up to 5% are due to production-related factors and cannot be objected to by the buyer.

2. Information in catalogues and/or price lists does not constitute an offer by us; this information merely invites the buyer to submit an offer.

§ 3 Delivery, delivery time, call-off/framework contracts, force majeure, acceptance

1. The stated delivery times are approximate only. Fixed-date transactions (Fixgeschäfte) must be expressly agreed.

2. Delivery periods begin at the earliest upon conclusion of the contract, but not before all details have been clarified whose knowledge is necessary for the execution of the order (e.g. print templates, stand sketches, colour specifications, etc.). If a partial or full payment in advance has been agreed, the delivery periods and delivery dates do not begin before the agreed payment has been received by us. If payment by our contractual partner is not made as agreed, our delivery periods and dates shall be postponed by a reasonable period.

3. Call-off orders and framework orders are deemed to be firm orders with an obligation to accept, whereby acceptance of the agreed call-off quantities must take place within 12 months of the first delivery, unless other periods have been agreed for the term of the agreement. After the term has expired, we are entitled to deliver and invoice in full any partial quantities not yet delivered.

4. Delivery is ex works [Incoterm® 2020: EXW (registered office of TTL Network GmbH, Halle/Westfalen (central warehouse))].

5. The buyer bears the transport risk even if, by way of exception, we do not deliver in accordance with item 4., e.g. carriage paid (frei Haus). Transport insurance will only be taken out at the buyer’s request and only at the buyer’s expense.

6. We are entitled to make reasonable partial deliveries. Partial deliveries are invoiced at the value of the partial delivery and must be paid by the buyer in accordance with § 9.

7. In the event of delivery delays due to force majeure, riot, strike, lockout, depletion of raw materials or operational disruptions for which we are not responsible, including at our suppliers, the delivery time shall be extended at least by the period until the disruption has been remedied, insofar as the disruption affects the production or delivery of the item to be delivered. We shall inform the buyer without undue delay of the beginning and end of such impediments. The buyer and we also have the right, in the event of permanent operational disruptions due to force majeure, riot, strike, lockout, depletion of raw materials or operational disruptions for which we are not responsible, or in the event that we are not supplied by our upstream suppliers through no fault of our own, to withdraw from the contract in whole or in part, to the exclusion of any claims for compensation. Any performance rendered shall be refunded without undue delay in the event of withdrawal. The contractual party intending to withdraw from the contract in accordance with the above provisions must give two weeks’ notice of this. Permanent operational disruptions within the above meaning may be assumed if the disruption lasts longer than five weeks. Force majeure in our favour within the meaning of this provision shall in any case include an event beyond our sphere of influence whose effects on the performance of the contract cannot be prevented by reasonable efforts on our part, including fire damage, floods, epidemics and pandemics (e.g. the effects of CoVid-19). This also applies with regard to such effects via our subcontractors. The buyer and we agree that we are not responsible for pandemic-related effects.

8. Correct and timely self-supply is reserved. We shall also inform the buyer without undue delay of such impediments. We are therefore not liable for delayed, omitted or non-conforming deliveries caused by our upstream supplier, provided that we are not at fault ourselves. A prerequisite is in particular that we have concluded a specific covering transaction (Deckungsgeschäft).

9. § 5 item 2 applies to claims for damages by the buyer due to delay in delivery.

10. Insofar as acceptance (Abnahme) is to take place, our deliveries and services shall be deemed accepted, without prejudice to other (deemed) acceptances, if

a) the delivery (and, if owed by us: also the installation) has been completed, b) we have notified the buyer of completion in accordance with letter a and requested acceptance, c) twelve working days have passed since delivery or installation or the buyer has started using our deliveries and/or services (e.g. has put a delivery into operation or further processed it) and in this case six working days have passed since delivery or installation, and d) the buyer has failed to accept within this period for a reason other than a defect notified to us which makes the use of the delivery and/or service impossible or significantly impairs it.

§ 4 Prices

1. Our prices are • ex works [Incoterm® 2020: EXW (registered office of TTL Network GmbH, Halle/Westfalen (central warehouse))] and • plus insurance and • plus all taxes and customs duties, which are invoiced at the rates applicable at the time of invoicing.

2. Packaging is charged at cost price. Freight costs must be advanced by the buyer on request without deduction of a cash discount or reimbursed without deduction of a cash discount.

3. If a delivery period of more than four months has been agreed, we are entitled to pass on to our contractual partner, to a corresponding extent, cost increases for material, production, assembly, personnel, delivery or similar that have occurred in the meantime as a result of price increases.

4. Our current price list at the time is decisive for the invoicing of individual deliveries.

§ 5 Warranty and liability

1. Insofar as we are obliged to provide subsequent performance (Nacherfüllung), this shall be effected, at our discretion, by remedying the defect or by delivering a replacement. The place of subsequent performance is our registered office. § 377 of the German Commercial Code (HGB) remains unaffected in this respect.

2. The delivered goods must be carefully inspected without undue delay after delivery to the buyer or to the third party designated by the buyer. With regard to obvious defects or other defects that would have been recognisable during an immediate, careful inspection, the goods shall be deemed approved by the buyer unless we receive a written notice of defects within seven working days of delivery. With regard to other defects, the goods shall be deemed approved by the buyer if we do not receive the notice of defects within seven working days of the time at which the defect became apparent; however, if the defect was already obvious at an earlier point in time during normal use, this earlier point in time shall be decisive for the start of the notification period. The buyer must document the receipt of goods, the performance of the incoming goods inspection and their exact times. The documentation must be handed over to us on request in order to enable us to prove compliance with our own obligations to give notice of defects to our third-party suppliers.

3. Replaced parts become our property. In the event of remedying a defect, we are obliged to bear all expenses necessary for the purpose of remedying the defect, in particular transport, travel, labour and material costs, insofar as these are not increased by the fact that the purchased item has been taken to a place other than the place contractually assumed; the buyer’s rights under § 439 III BGB are not restricted by this. Minor, technically unavoidable deviations in quality, colour, dimensions, weight or design do not constitute defects. In addition, the buyer is entitled to the further statutory claims for withdrawal from the contract and reduction of the price, insofar as the statutory requirements for this are met. Claims for damages exist exclusively in accordance with the following provisions.

4. In the event of a culpable breach of an essential contractual obligation (so-called cardinal obligation, Kardinalpflicht), we shall be liable for damages if the statutory requirements are met, but limited in amount to the typically occurring and foreseeable damage, unless otherwise provided below. Cardinal obligations are those obligations whose fulfilment makes the proper performance of the contract possible in the first place and on whose compliance the buyer may regularly rely, as well as those whose breach jeopardises the achievement of the purpose of the contract. The buyer is entitled to claims for damages against us in accordance with the statutory provisions without restriction in the statutory amount if these are caused by us, one of our legal representatives or vicarious agents and are based on • a culpable injury to life, body or health or • an intentional or grossly negligent breach of duty or • mandatory statutory provisions on liability (e.g. the German Product Liability Act (Produkthaftungsgesetz) or data protection law) or • the breach of an obligation arising from an assumed procurement risk or an assumed guarantee. Further claims for damages against us, our legal representatives and vicarious agents as well as agents employed in the performance of tasks (Verrichtungsgehilfen) are excluded, irrespective of the legal grounds on which they are based. The statutory allocation of the burden of proof remains unaffected.

5. We do not issue guarantees unless these are individually and expressly agreed. If we issue guarantees, the following applies to them in any case and without prejudice to the statutory warranty rights: a guarantee exchange can only take place if the goods are returned complete with accessories in the original packaging to TTL Network GmbH. The goods must arrive carriage paid and will be returned by TTL Network GmbH carriage forward. The exchange takes place only after and only upon receipt of the defective parts. A detailed description of the defect must be enclosed. Without this description and without presentation of a copy of the invoice or delivery note, no exchange is possible.

§ 6 Limitation

1. Claims of the buyer based on material defects become time-barred after one year, unless (1) the goods delivered by us are an item that has been used for a building in accordance with its customary use and has caused its defectiveness, or (2) the defect was fraudulently concealed or is based on an intentional breach of duty by us or our legal representatives or our vicarious agents, or (3) the claims are based on a guarantee or procurement risk assumed by us, or (4) the claims are claims for damages, or (5) the claims are claims pursuant to § 445a BGB.

2. In cases (1) to (4) of item 1., the statutory limitation periods apply. In case (5) of item 1, the statutory limitation periods also apply if the last contract in the supply chain is a consumer goods purchase within the meaning of § 474 BGB (in particular: the final buyer purchases an item as a consumer from a business); otherwise (i.e. without the involvement of a consumer as final buyer) the limitation period is 14 months.

3. The statutory provisions on the suspension, suspension of expiry and on the commencement and recommencement of limitation periods remain applicable.

4. Items 1-3 apply accordingly to defects of title.

§ 7 Set-off and right of retention

Set-off by the buyer against counterclaims or the assertion of a right of retention by the buyer is excluded, unless the set-off or the right of retention is based on the same legal relationship or on § 320 BGB, or the claims are undisputed or have been finally established by a court.

§ 9 Invoicing and payment

1. Our invoices are due for payment immediately and without deduction. Cash discounts and payment term agreements apply only to the respective confirmed order and do not constitute a deferral of the due date.

2. Bills of exchange are only accepted if specially agreed, and then subject to the possibility of discounting and on account of performance (zahlungshalber). All costs, including the discount, shall be borne by the buyer.

3. In the event of default in payment, we are entitled to charge default interest at the statutory rate. This does not exclude the assertion of further damage caused by default.

4. If the buyer is in default with a payment – irrespective of the legal grounds – including from a bill of exchange or cheque, or if the buyer has suspended payments, all of our outstanding invoice amounts shall become due immediately, even if longer payment terms have been granted in individual cases.

5. If there is a significant deterioration in the buyer’s financial circumstances which jeopardises our claim arising from the respective legal relationship, we are entitled to demand payment in advance or appropriate security. This also applies if such circumstances that existed before the conclusion of the contract only subsequently become known to us. If the advance payment or provision of security is not made within the grace period despite a reminder and the setting of a reasonable grace period, we are entitled to withdraw from the contract and to demand damages, in particular damages in lieu of performance. In the aforementioned cases, payment or the provision of security cannot be made dependent on the return of current bills of exchange.

§ 10 Retention of title

1. If, upon delivery of an item, we have already received the full consideration for it, ownership passes to the buyer upon handover of this item to the buyer, unless otherwise agreed in the individual case.

2. If we make advance performance by delivering – i.e. if the goods are delivered at a time at which we have not yet received, or not yet received in full, the consideration owed for the respective goods (goods subject to retention of title, Vorbehaltsware) – the following applies in addition:

(1) We retain title to all goods subject to retention of title delivered by us until payment of their purchase price and, beyond that, until all of our claims arising from the business relationship, including from contracts concluded later and irrespective of the legal grounds – including all contingent liabilities (in particular cheque and bill-of-exchange payments) – have been paid.

(2) In the event that the retention of title only becomes valid through registration in certain registers and/or subject to compliance with other special statutory requirements, the buyer undertakes to fulfil these requirements. All resulting costs shall be borne by the buyer.

(3) The buyer is entitled to further process and resell the goods subject to retention of title in the ordinary course of business as long as the buyer is not in default with the fulfilment of its obligations towards us and has not suspended its payments. In detail, the following applies:

(a) The processing or transformation of the goods subject to retention of title is carried out for us as manufacturer within the meaning of § 950 BGB, without obligating us. The buyer does not acquire ownership of the new item through processing or transformation of the goods subject to retention of title. If the goods subject to retention of title are processed, mixed, blended or combined with other items, we acquire co-ownership of the new item in a share corresponding to the ratio of the invoice value of our goods subject to retention of title to the total value.

The provisions applicable to the goods subject to retention of title apply accordingly to the co-ownership shares arising under the above provisions.

(b) The buyer hereby assigns to us the claims arising from the resale or other disposal transactions, such as contracts for work and materials (Werklieferungsverträge), together with all ancillary rights, and does so proportionately also insofar as the goods subject to retention of title have been processed, mixed or blended and we have acquired co-ownership thereof in the amount of our invoice value, or the goods have been permanently installed. Insofar as the goods subject to retention of title have been processed, mixed, blended or permanently installed, we are entitled under this assignment to a first-ranking fraction of the respective claim from the resale corresponding to the ratio of the invoice value of our goods subject to retention of title to the invoice value of the item. If the goods subject to retention of title are sold by the buyer together with other goods not delivered by us, the buyer hereby assigns to us a first-ranking share of the claim from the resale in the amount of the invoice value of our goods subject to retention of title. If the buyer has sold this claim in the context of genuine factoring, the buyer hereby assigns to us the claim against the factor that takes its place. If the claim from the resale is placed by the buyer in a current account relationship with its customer, the buyer hereby assigns to us its claims from the current account relationship in the amount of the invoice value of the goods subject to retention of title. The assignment covers in particular not only payment claims but also claims for surrender, in particular in the event that the buyer also resells subject to retention of title.

(c) We hereby accept the above assignments.

(d) The buyer is entitled to collect the claims assigned to us until revoked by us. The collection authorisation expires upon revocation, which takes place in the event of default in payment by the buyer or suspension of payments by the buyer. The same applies in the event of a significant deterioration in the buyer’s financial circumstances which jeopardises our claim. In these cases, we are authorised by the buyer to inform the customers of the assignment and to collect the claim ourselves.

(e) The buyer is obliged, at our request, to provide us with an exact list of the claims to which the orderer is entitled, with the names and addresses of the customers, the amount of the individual claims, the invoice date, etc., to provide us with all information and documents necessary for asserting the assigned claims and to permit the verification of this information.

(f) Amounts received by the buyer from assigned claims must be kept separately for us until they are transferred.

(4) Pledges or transfers by way of security of the goods subject to retention of title or of the assigned claims are not permitted. We must be informed immediately of any attachments, stating the attaching creditor.

(5) If the value of the securities to which we are entitled exceeds our total claim against the buyer by more than 10 %, we are obliged to release them to that extent at the buyer’s request.

(6) In the event of default in payment or suspension of payments by the buyer, we are entitled to take back the goods subject to retention of title, subject to the further statutory requirements. We may satisfy our claims from the goods subject to retention of title taken back by selling them privately (freihändig).

(7) The buyer stores the goods subject to retention of title for us free of charge. The buyer must insure them against customary risks such as fire, theft and water to the usual extent. The buyer hereby assigns to us, in the amount of our claims, its claims for compensation to which it is entitled against insurance companies or other parties liable to pay compensation for damage of the aforementioned kind. We accept the assignment.

§ 11 Other agreements

1. The place of performance, including for subsequent performance, is the registered office of TTL Network GmbH (Halle (Westfalen)).

2. The contractual relationship is governed exclusively by the law of the Federal Republic of Germany, to the exclusion of legal norms that refer to foreign legal systems and to the exclusion of the uniform international UN Convention on Contracts for the International Sale of Goods (CISG).

3. If the buyer is a merchant (Kaufmann), a legal entity under public law or a special fund under public law, or has no general place of jurisdiction in the Federal Republic of Germany, the place of jurisdiction for any disputes arising from the business relationship between us and the customer shall be, at our discretion, Halle (Westfalen) or the customer’s registered office. In these cases, however, Halle (Westfalen) shall be the exclusive place of jurisdiction for actions against us. Mandatory statutory provisions on exclusive places of jurisdiction remain unaffected by this provision.

As of: January 2025