AGB

Terms and Conditions of Sale and Delivery

§ 1 General Provisions and Scope

1. These Terms and Conditions of Sale and Delivery shall apply exclusively to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law.

2. Our Terms and Conditions of Sale and Delivery shall apply exclusively. We shall not recognize any terms and conditions of the Customer that conflict with or deviate from these Terms and Conditions of Sale and Delivery unless we have expressly agreed to their application. Our Terms and Conditions of Sale and Delivery shall also apply if we perform delivery without reservation despite being aware of conflicting or deviating terms and conditions of the Customer.

3. Individual agreements made with the Customer shall take precedence over these Terms and Conditions of Sale and Delivery. Amendments and supplements should be made in text form for evidentiary purposes.

§ 2 Offer and Offer Documents

1. If the Customer’s order constitutes an offer within the meaning of Section 145 of the German Civil Code (BGB), we may accept such offer within two weeks.

2. To the extent that the design or selection of our products is based on information provided by the Customer, the Customer shall be responsible for the accuracy and completeness of such information. This applies in particular to information concerning the medium to be pumped, its composition and concentration, temperature, viscosity, pressure, flow rate, ambient conditions and intended use.

3. We reserve all ownership rights and, to the extent legally protected, copyrights in and to illustrations, drawings, calculations and other documents. Documents and information designated as confidential shall be treated as confidential by the Customer and may not be disclosed or made accessible to third parties without our prior consent in text form.

§ 3 Prices – Terms of Payment

1. Unless otherwise stated in the order confirmation, our prices are quoted “ex works”, excluding shipping and packaging costs; such costs will be charged separately.

2. Statutory value-added tax (VAT) is not included in our prices and will be shown separately on the invoice at the statutory rate applicable on the date of invoicing.

3. A cash discount may only be deducted if expressly agreed. Where a cash discount has been agreed, such discount may only be deducted if all due invoices of the Customer have been paid in full. No cash discount may be deducted where advance payment has been agreed.

4. Invoices shall be due for payment without deduction within the payment period specified in the order confirmation or invoice. If no payment period has been agreed, payment shall become due upon delivery or, where acceptance is required, upon acceptance and receipt of the invoice. The statutory provisions shall apply with regard to default in payment. In the event of default in payment, we shall be entitled to charge default interest at the statutory rate and to claim the statutory lump-sum compensation for default. We reserve the right to claim further damages resulting from the default.

5. The Customer may only set off claims that are undisputed, have been finally adjudicated or have been acknowledged by us. The Customer may exercise a right of retention only to the extent that the counterclaim arises from the same contractual relationship.

6. The Customer shall have no right to return goods that are free from defects. Any return shall require our prior express consent. In the event of an agreed return, we shall be entitled to charge a restocking and handling fee amounting to 30% of the net value of the goods. The Customer shall remain entitled to prove that we have incurred no costs or expenses or that such costs or expenses were substantially lower. Custom-made products, goods manufactured or procured specifically for the Customer, and goods that have already been used or damaged are generally excluded from return.

§ 4 Delivery Times

1. Delivery dates and delivery periods shall be as specified in our order confirmation. Any agreed delivery period shall commence only after all technical and commercial matters have been clarified and the Customer has duly and timely fulfilled all obligations to cooperate, in particular by providing the required information, documents, approvals and any agreed advance payments.

2. If we are in default with a delivery, the Customer's rights shall be governed by the statutory provisions. Section 7 of these Terms and Conditions of Sale and Delivery shall additionally apply to any claims for damages.

3. If the Customer is in default of acceptance or otherwise fails to fulfil its obligations to cooperate, our rights shall be governed by the statutory provisions. Any additional expenses incurred as a result, in particular reasonable storage, transport and handling costs, shall be borne by the Customer to the extent that the Customer is responsible for the breach of duty.

4. Events of force majeure and other events which were unforeseeable at the time the contract was concluded, are beyond our control and prevent us from performing our delivery or service on time shall extend the agreed delivery and performance periods by the duration of the impediment plus a reasonable period for resuming operations. This shall apply in particular to natural disasters, war, official measures, industrial disputes, significant operational disruptions, energy or supply disruptions, and significant disruptions to transport or supply routes, provided that such events are beyond our control. We shall inform the Customer without undue delay of the occurrence and expected duration of any material impediment.

§ 5 Passing of Risk – Packaging Costs

1. Unless otherwise stated in the order confirmation, delivery shall be made ex works. The risk of accidental loss of or accidental damage to the goods shall pass to the Customer upon handover of the goods to the Customer, the forwarding agent, carrier or other person or entity designated to carry out the shipment.

2. Transport packaging and other packaging shall be handled in accordance with the applicable statutory provisions. To the extent permitted by law, the Customer shall bear the costs of returning and recycling or otherwise disposing of such packaging.

3. At the Customer's request, we shall arrange transport insurance for the delivery at the Customer's expense.

§ 6 Liability for Defects

1. To the extent that the Customer is a merchant and the contract constitutes a commercial transaction for both parties, any claims for defects shall be subject to the Customer having duly complied with its obligations to inspect the goods and give notice of defects in accordance with Section 377 of the German Commercial Code (HGB).

2. Information and statements concerning our products shall not constitute a guarantee in the legal sense unless we have expressly assumed such guarantee.

3. In the event of a defect, the Customer may demand subsequent performance in accordance with the statutory provisions. Our right to refuse the type of subsequent performance chosen by the Customer under the statutory conditions shall remain unaffected.

4. If subsequent performance fails or is not required for other reasons under the statutory provisions, the Customer shall be entitled to the further statutory rights in respect of defects.

5. The limitation period for claims arising from defects as to quality or title shall be twelve months from delivery of the goods, to the extent permitted by law. Statutory provisions providing for different limitation periods, in particular in cases of fraudulent concealment, shall remain unaffected. Section 7 shall apply to claims for damages.

§ 7 Liability

1. We shall have unlimited liability in cases of intent and gross negligence and for damages resulting from injury to life, body or health.

2. In the event of a slightly negligent breach of material contractual obligations, our liability shall be limited to the foreseeable damage typical for this type of contract at the time the contract was concluded. Material contractual obligations are obligations whose fulfilment is essential for the proper performance of the contract and on whose fulfilment the Customer may regularly rely.

3. In all other respects, our liability for damage caused by slight negligence shall be excluded.

4. Liability under the German Product Liability Act (Produkthaftungsgesetz – ProdHaftG) shall remain unaffected.

5. The foregoing limitations of liability shall also apply for the benefit of our legal representatives and vicarious agents.

§ 8 Intellectual Property Rights and Confidentiality

1. We reserve all existing ownership rights, copyrights and other intellectual property rights in and to any drawings, illustrations, calculations, designs, technical documents, concepts and other work products provided by us.

2. Unless expressly agreed otherwise, the Customer shall only be granted such rights of use in the documents and work products provided by us as are necessary for the contractual use of the goods delivered or services provided by us. Any use beyond this scope, in particular reproduction, modification or disclosure to third parties, shall require our prior consent.

3. Any confidential technical and commercial information made available to the Customer in connection with the business relationship and either designated as confidential or whose confidential nature is apparent from the circumstances shall be treated as confidential and may not be disclosed to third parties or used for purposes other than those provided for under the contract without our prior consent. Statutory disclosure obligations shall remain unaffected.

4. The delivery of goods or provision of services shall not transfer or grant any rights in or to our patents, utility models, designs, trademarks, copyrights, know-how or other intellectual property rights, except to the extent necessary for the contractual use or expressly agreed otherwise.

§ 9 Retention of Title

1. We shall retain title to the goods until all present and future claims arising from the business relationship with the Customer have been paid in full. In the event of a breach of contract by the Customer, in particular default in payment, we shall be entitled, in accordance with the statutory provisions, to withdraw from the contract and demand the return of the goods.

2. The Customer shall be obliged to treat the goods subject to retention of title with due care until title has passed to the Customer.

3. In the event of attachment, seizure or any other access by third parties to the goods subject to retention of title, the Customer shall inform us without undue delay and provide us with all information and documents necessary to safeguard our rights.

4. The Customer shall be entitled to resell the goods subject to retention of title in the ordinary course of business. The Customer hereby assigns to us, in advance, all claims arising against its customers or third parties from such resale up to the final invoice amount of our claim. We hereby accept such assignment. The Customer shall remain authorised, until revoked, to collect the assigned claims. We shall not revoke such authorisation or collect the claims ourselves as long as the Customer duly fulfils its payment obligations. In the event of default in payment or any other material deterioration in the Customer’s financial position, we may require the Customer to disclose to us the assigned claims and the respective debtors, provide all information and documents necessary for collection, and notify the debtors of the assignment.

5. Any processing or transformation of the goods subject to retention of title by the Customer shall be carried out on our behalf. If the goods subject to retention of title are processed together with other items not owned by us, we shall acquire co-ownership of the newly created item in proportion to the value of the goods subject to retention of title relative to the value of the other items processed at the time of processing. In all other respects, the provisions applicable to the goods subject to retention of title shall apply accordingly to the item created by such processing.

6. If the goods subject to retention of title are inseparably combined, mixed or commingled with other items not owned by us, we shall acquire co-ownership of the newly created item in accordance with the statutory provisions. If an item belonging to the Customer is to be regarded as the principal item, the Customer shall transfer to us a proportionate co-ownership interest to the extent that the Customer is entitled to such interest. The Customer shall hold the resulting sole or co-ownership for us.

7. At the Customer’s request, we shall release the securities to which we are entitled to the extent that their realisable value exceeds the claims to be secured by more than 10%. We shall be entitled to select the securities to be released.

§ 10 Jurisdiction – Place of Performance

1. If the Customer is a merchant, a legal entity under public law or a special fund under public law, the courts at our registered office shall have jurisdiction. However, we shall also be entitled to bring legal proceedings against the Customer at the Customer’s general place of jurisdiction.

2. The laws of the Federal Republic of Germany shall apply, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

3. Unless otherwise agreed, our registered office shall be the place of performance.

Terms & Conditions – IST Pumpen und Dosiertechnik GmbH – Version 08/2026