General Terms and Conditions of Sale, Warranty and DeliveryStatus

01.05.2022

1. Scope of application

.1 The following terms and conditions of sale, warranty and delivery apply only to legal relationships with entrepreneurs, legal entities under public law and special funds under public law (hereinafter referred to as "customers").

1.2 The following terms and conditions apply exclusively to all current and future sales and deliveries of IBS Scherer GmbH to customers, whereby in the case of future contracts, their separate submission is not required.

1.3 Deviating terms and conditions of the customer shall only apply if they are consistent with our terms and conditions or if we have expressly consented to their validity vis-à-vis the customer.

1.4 Consent in accordance with 1.3 must be given in text form.1

.5 Our terms and conditions of sale shall also apply if we carry out the delivery without reservation in the knowledge that the customer's terms and conditions conflict with or deviate from our terms and conditions of sale

2. Offer

Communications from IBS Scherer GmbH to the customer that contain information about deliveries, delivery options and other references to a possible later performance by IBS Scherer GmbH are non-binding (so-called invitatio ad offerendum).

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DeliveryDelivery is ex works or the nearest warehouse.

Transfer of risk

The risk shall pass to the customer as soon as we have handed over the goods to him or to the forwarding agent, the carrier or any other person or institution designated to carry out the shipment. If the customer is in default of acceptance, this shall be deemed equivalent to handover. This shall also apply if we bear the transport costs. Complaints due to transport damage must be made by the customer to the transport company. Contracts with transport companies are concluded in the name and for the account of the respective customer. We shall act as the customer's representative and shall identify ourselves as such. The customer is responsible for taking out transport and other insurance policies.

. Prices5

.1 Our prices are ex works.

5.2 Our prices do not include VAT. This shall be charged separately at the rate applicable on the day of delivery.

5.3 If our cost price increases between the conclusion of the contract and the fulfilment of the order, we shall be entitled to increase the purchase price accordingly. This shall not apply to deliveries to non-merchants which are made within four months of the conclusion of the contract and which are provided outside of continuing obligations.

5.4 Unless otherwise agreed, we shall charge packaging costs at cost price in addition to the contractually agreed prices. If the packaging is returned carriage paid and in perfect condition, we will credit the packaging costs. Cleaning fluids in drums for parts cleaning equipment are supplied in returnable containers (see Section 7.10).

. Liability for defects6

.1 Our products are manufactured, monitored and supplied in accordance with the applicable legal and technical regulations. When working with our products, the DGUV information 209-088 "Cleaning workpieces with cleaning fluids" must be observed (available from your responsible accident insurance institution or at www.dguv.de/publikationen).

6.2 Information on the dimensions or composition of our goods is to be regarded as an average value. In the case of sale by sample, the sample serves only for approximate characterisation of the goods.

6.3 The customer's warranty rights presuppose that he has properly fulfilled his obligations to inspect and give notice of defects in accordance with §§ 377. If the goods have a defect that is recognisable without special inspection, the complaint must be made within 10 days of receipt of the delivery. After expiry of the complaint period, the customer may not assert any claims due to recognisably defective or qualitatively or quantitatively deviating delivery.

6.4 We shall be liable for damages due to a defect in cases of intent or gross negligence on the part of our executive bodies or our executive employees. In addition, liability exists on the merits in the event of gross negligence on the part of vicarious agents and breach of material contractual obligations; in this case, liability is limited to compensation for typical foreseeable damage. The above limitations of liability do not apply to claims of the customer arising from product liability. Furthermore, the limitations of liability do not apply in the event that IBS Scherer GmbH fraudulently conceals defects or has assumed a guarantee for the quality of the goods (§ 444 BGB). Finally, the limitations of liability do not apply in the event of physical injury or damage to health attributable to IBS Scherer GmbH or in the event of loss of life of the customer. Further claims for damages due to defective goods are excluded.

.5 The liability period for defects is one year from acceptance of the goods. This period is a limitation period and also applies to claims for compensation for consequential damage caused by defects, provided that no claims in tort or product liability are asserted.

6.6 We provide a three-year warranty on the pumps.

6.7 All claims for defects can be fulfilled at our discretion by repair or subsequent delivery of the defective goods. Only if the rectification fails and further rectification is unreasonable for the customer can the customer demand cancellation or reduction of the contract.

6.7.1 For defects in the goods, we initially provide warranty at our own discretion through subsequent performance (either rectification or replacement delivery). We shall bear the expenses necessary for the purpose of subsequent performance, such as in particular transport, travel, labour and material costs.

6.7.2 Only if the second attempt at rectification fails or is unreasonable for the customer may the customer, at his discretion, reduce the price or withdraw from the contract. However, the customer shall not be entitled to withdraw from the contract in the event of only a minor breach of contract, in particular in the event of only minor defects. If we manufacture new goods, the defective goods already delivered to the customer shall be handed over to us by the customer. We shall bear the associated costs.

.7.3 If the customer chooses compensation for damages after subsequent fulfilment has failed, the goods shall remain with the customer if this is reasonable. Compensation shall be limited to the difference between the purchase price and the value of the defective goods. This does not apply if we have maliciously caused the breach of contract.

6.8 Claims for defects are excluded in the event of improper handling of the items, unless this handling was not the cause of the defect. Claims for defects are also excluded if the customer modifies the design or construction of the device without our prior consent and this modification is the cause of the defect. Claims for defects are also excluded if the customer carries out repair or replacement work himself or has it carried out by a third party without our prior consent and this is the cause of the defect. Claims for defects which require our consent in accordance with sentences 2 and 3 shall only exist insofar as the respective measures have been carried out in accordance with the agreement and in a professional manner. Claims for defects which require our consent in accordance with sentences 2 and 3 shall continue to exist only insofar as the respective measures have been carried out during the warranty period and in any case not beyond the expiry of the warranty period. The granting of consent within the meaning of sentences 2 and 3 requires the text form to be effective.

6.9 Claims for defects are also dependent on the customer using only IBS special cleaning agents in the TR devices, unless the use of another cleaning product was not the cause of the defect. In the case of Solo devices, only solvents in accordance with the operating instructions may be used, unless the use of a different solvent

was

the cause of

. 6.10 Only the product description (of the manufacturer and) of IBS Scherer GmbH is deemed to be agreed as the quality of the item. Public statements, promotions or advertising (of the manufacturer) of IBS Scherer GmbH do not constitute a contractual quality specification.

. Retention of title

7.1 Items of the deliveries (reserved goods) remain our property until the fulfilment of all claims against the customer to which we are entitled from the business relationship. This also includes such claims which are based on contracts concluded at the same time or later. The retention of title shall also apply if individual or all claims have been included in a current account and the balance has been struck and recognised.

7.2 For the duration of the retention of title, the customer is prohibited from exploiting the item or assigning it as security. He is only permitted to resell the goods in the ordinary course of business and only with the restriction that he receives payment from his customers or makes the reservation that ownership is only transferred to the customer when he has fulfilled his payment obligation in full. If a justified interest is substantiated, the customer must provide us with the information required to assert his rights against his customer and hand over the necessary documents.

.3 If the customer resells the reserved goods, he hereby assigns to us by way of security his future claims against his customer arising from the resale, together with all ancillary rights, without the need for any special declarations at a later date. If the reserved goods are sold together with other items without an individual price having been agreed for the reserved goods, the customer shall assign that part of the total price claim which corresponds to the price of the reserved goods invoiced by us with priority over the remaining claim.

7.4 If the reserved goods are processed, remodelled or combined with other items, this shall be done on our behalf. The customer shall store the new item for us with the care of a prudent businessman. The processed, remodelled or combined item shall be deemed to be reserved goods. In the event of processing, remodelling or combination with other items not owned by us, we shall be entitled to co-ownership of the new item in the amount of the share resulting from the ratio of the value of the processed, remodelled or combined goods subject to retention of title to the value of the other processed goods at the time of processing, remodelling or combination. If the customer acquires sole ownership of the new item, we agree with the customer that the customer shall grant us co-ownership of the new item created by processing, remodelling or combining in the ratio of the value of the processed, remodelled or combined goods subject to retention of title to the other processed, remodelled or combined goods at the time of processing, remodelling or combining. If the goods subject to retention of title are combined by the customer with real estate or movable property, the customer shall also assign to us, without the need for further special declarations, his claim to which he is entitled as remuneration for the combination, together with all ancillary rights, by way of security in the amount of the ratio of the value of the combined goods subject to retention of title to the other combined goods at the time of combination.

7.5 The customer must notify us immediately in the event of seizure, confiscation or other dispositions or interference by third parties with our ownership of the goods subject to retention of title. The customer is not permitted to enter into agreements with his contractual partners, in particular lenders or purchasers, which may impair our rights arising from the retention of title agreed above.

7.6 Until revoked, the customer is authorised to collect the claims assigned within the scope of the agreement on retention of title. We shall be entitled to revoke the customer's collection authorisation in the event of good cause, in particular in the event of default in payment, suspension of payment, opening of insolvency proceedings (bankruptcy, composition, bankruptcy proceedings), protest of a bill of exchange or if there are comparable substantiated indications suggesting the customer's inability to pay. In addition, after prior warning of the disclosure of the assignment by way of security or the realisation of the assigned claims, we may disclose the assignment by way of security, realise the assigned claims and demand the disclosure of the assignment by way of security by the customer against its customer, subject to a reasonable period of notice.

7.7 If the total value of the securities granted to us exceeds the claims to be secured by more than 20%, we shall release the further securities at the customer's request. We shall be responsible for selecting the securities to be released.

.8 The release within the meaning of 7.7 shall be communicated in text form.

.9 We shall be entitled to withdraw from the contract and demand the return of the goods in the event of breach of contract by the customer, in particular in the event of default in payment or breach of an obligation under sections 7.2, 7.4 and 7.5 of this provision.

event of cancellation of the contract, compensation for damages may be demanded.

7.10 If cleaning fluids are supplied in drums for partial cleaning equipment, the drums remain our property as returnable containers. The use of the drums for other cleaning liquids or other substances is prohibited. In the event of non-compliance, the customer shall pay appropriate compensation for use and damages, including for consequential damage. If the cleaning fluid is not disposed of via us, the barrels must be returned to us carriage paid and clean after use of the cleaning fluid supplied by us (obligation to be performed at the customer's premises). If we incur additional costs, e.g. for barrel cleaning or disposal of residual contents, these shall be borne by the customer.

. Terms of payment8

.1 Our invoices are payable net within 14 days. Services (installation, commissioning, customer service) are payable net without deduction immediately after invoicing.

8.2 For services with a delivery time of more than six months from conclusion of the contract, we reserve the right to agree a special payment plan.

8.3 We only accept bills of exchange on account of payment and at the customer's expense after special written agreement. There is no obligation to present and protest in good time.

.4 The statutory provisions (in particular § 286 BGB) shall apply to the regulation of default. During the period of default, monetary debts shall bear interest at 5% above the applicable base interest rate. We reserve the right to charge a processing fee of EUR 5.00 from the second reminder and EUR 15.00 from the third reminder.

8.5 Offsetting by the customer with counterclaims is excluded, unless the claim is undisputed or has been legally established.

8.6 The customer may only assert a right of retention if the counterclaim is based on the same contractual relationship. Entrepreneurs are not entitled to a right of retention or the defence of non-performance of the contract, unless the claim is undisputed or has become res judicata.

8.7 The customer agrees to receive invoices electronically. Electronic invoices shall be sent to the customer by e-mail in PDF format to the e-mail address provided by the customer for the purpose of receipt. The customer undertakes to create the technical prerequisites for being able to retrieve the invoice as agreed. The customer shall notify us immediately of any change to the e-mail address specified for electronic invoicing. In the event of an incorrect or culpably omitted notification of the change of the designated e-mail address, the customer shall reimburse the loss incurred as a result of the determination of the address. The electronic invoice shall be deemed to have been received upon receipt of the e-mail to which the electronic invoice is attached. The customer may revoke consent to electronic invoicing in writing at any time.

.8 For deliveries to countries outside the European Union, additional costs may be incurred in individual cases for which the seller is not responsible and which are to be borne by the customer. These include, for example, costs for the transfer of money by credit institutions (e.g. transfer fees, exchange rate fees) or import duties or taxes (e.g. customs duties). Such costs may also be incurred in relation to the transfer of funds if the delivery is not made to a country outside the European Union, but the customer makes the payment from a country outside the European Union.

9. Force majeure

We shall not be liable for any loss or damage arising directly or indirectly as a result of the production, delivery or storage of our goods and attributable to events beyond our control.

10. Delivery

10.1 Delivery shall be subject to timely and sufficient self-supply. If the agreed delivery date or the agreed delivery period is not met, we shall only be liable for damages in the event of wilful or grossly negligent behaviour. If we are unable to fulfil the total demand for goods, we shall be entitled to divide up the available quantity of goods. We may make partial deliveries, cancel deliveries or give priority to obligations entered into earlier. In this case, the customer is entitled to withdraw from the contract. The cancellation must be declared in text form to IBS Scherer GmbH.

10.2 The customer assumes all risks with regard to damage to or loss of the goods from the time the goods are handed over to the first person designated to use them or a representative thereof who is deemed to be the customer's agent. This includes, in particular, the carriers.

11. Final provisions

11.1 All provisions contained in the General Terms and Conditions of Sale are divisible or to be judged separately from the other provisions if one or more provisions are invalid or unenforceable. Should one of the above provisions be invalid or not become part of the contract, this shall not affect the validity of the remaining provisions. In this case, the contracting parties hereby undertake to enter into negotiations with the aim of replacing the invalid provision with a clause that comes closest to the economic intention of the parties with the previous provision.

11.2 The place of performance is Gau-Bickelheim.

11.3 The place of jurisdiction for all legal disputes arising from the contractual relationship and its creation and validity (including actions on bills of exchange and cheques) is, if the customer is a merchant, the registered office of our company in Gau-Bickelheim. However, we may also sue the customer at its general place of jurisdiction.

11.4 This contract and all subsequent contracts between the customer and us shall be governed exclusively by German law with the exception of the UN Convention on Contracts for the International Sale of Goods of April 1980.

, 01.05.2022