General Terms and Conditions NPR of Europe GmbH

– referred to as NPR of Europe GmbH  hereinafter –

Siemensstr. 56, 70825 Korntal-Münchingen

Terms and Conditions  06 / 2024

Scope of application

Our Terms and Conditions of Sale and Delivery apply exclusively to all contracts concluded between NE and the purchaser of goods. They shall also apply to all future transactions, even if they are not expressly agreed again.

We do not recognize any terms and conditions of the customer that conflict with or deviate from our Terms and Conditions of Sale and Delivery unless we have expressly agreed to their validity.

All agreements made between NE and the costumer in connection with the purchase contracts are set out in writing in the purchase contract, these terms and conditions and the order confirmation by NE.

Offer and conclusion of contract

Offers made by NE are subject to change and non-binding, including for any subsequent orders, unless NE has expressly designated them as binding in writing.

If the order qualifies as an offer according to Section 145 of the German Civil Code (BGB), NE may accept it within two weeks by sending an order confirmation or by sending the ordered goods to the customer within this period.

Dimensions, weights, illustrations, drawings and other documents that are part of the non-binding offers by NE remain the property of NE and are only approximate unless they have been expressly designated as binding by NE.

Prices, terms of payment

If the agreed delivery period exceeds four months from the conclusion of the contract, or if delivery is delayed for more than four months from the conclusion of the contract for reasons for which the customer is solely responsible or which fall within his sole risk, NE shall be entitled to charge the price valid on the date of delivery. If the price increase exceeds 5% of the stated purchase price, the customer shall be entitled to withdraw from the contract. This right of withdrawal shall lapse if the customer does not exercise it within a period of two weeks, beginning with the date of notification of the new price.

Unless otherwise agreed with the customer, prices are ex warehouse, plus the applicable VAT at the time of invoicing. Packaging costs are not included in the price.

Unless otherwise agreed in writing with the customer, the purchase price is due net (without deduction) immediately upon receipt of the invoice by the customer. Payments by the customer will be credited first to the customer’s older debts, regardless of any deviating provision. If costs and interest have already been incurred, we are entitled to credit the payments first to the costs, then to the interest, and finally to the principal amount.

If a cash discount is agreed in writing, this is subject to the condition that no other outstanding claims against the customer exist.

Bills of exchange and checks are accepted only as payment; the costs of discounting and collection are borne by the purchaser. After acceptance of the bills of exchange, NE is entitled to return them if their acceptance is refused by the State Central Bank (Landeszentralbank).

If, after acceptance of the order, NE becomes aware of facts that give rise to reasonable doubts about the customer’s ability to pay, NE is entitled to demand full payment or appropriate security before delivery or to withdraw from the contract after setting a deadline without success.

In addition to any default in payment that has already occurred, evidence of a significant deterioration in financial condition shall be deemed to include, in particular, information from a bank, credit agency, or a company with a business relationship that complies with the due diligence of a prudent businessman. If delivery has already been made, the relevant invoice amounts become due immediately, regardless of the agreed payment terms, and, if applicable, with the return of the acceptances.

If the buyer is in default with the payment of outstanding claims, NE reserves the right to charge a flat rate of €5.00 for the first reminder, €10.00 for the second reminder, and €15.00 for the third reminder as compensation for the damage incurred. The buyer is free to provide evidence that NE has incurred no or only minor damage. Furthermore, NE may charge the buyer statutory default interest of five percentage points above the base interest rate if the buyer is a registered merchant, nine percentage points above the base interest rate.

The purchaser is only entitled to offset, even if notices of defects or counterclaims are asserted, if the counterclaims have been legally established, recognized by NE, or are undisputed. The purchaser is only entitled to exercise a right of retention if his counterclaim is based on the same purchase contract.

In case of refusal by the customer or unsuccessful expiry of the deadline, NE is entitled to withdraw from the contract in whole or in part and to claim damages.

Delivery and delivery time

Delivery dates or deadlines that have not been expressly agreed upon as binding are purely non-binding.

Partial deliveries are permitted provided they do not unreasonably disadvantage the customer.

NE reserves the right to make over- or under-deliveries of up to 10%.

If delivery is delayed at the customer’s request, the goods will be stored by NE at the customer’s expense and risk.

In the event of force majeure, strikes, inability for reasons beyond our control and adverse weather conditions, the delivery period shall be extended by the duration of the disruption.

Delay in Delivery

If NE is culpably unable to meet an expressly agreed delivery deadline or is in default for other reasons, the customer must grant NE a reasonable grace period beginning on the day of the default. Upon the expiration of this grace period without result, the customer is entitled to withdraw from the contract.

NE is liable in accordance with statutory provisions if the delay in delivery is due to an intentional or grossly negligent breach of contract for which it is responsible. NE is liable for any negligence on the part of its representatives or vicarious agents. If this is not the case, liability for damages is limited to the foreseeable, typically occurring damage.

When determining the amount of damages, the economic circumstances, nature, scope, and duration of the business relationship must be appropriately considered in favor of NE in good faith.

If the delay in delivery for which NE is responsible is due to the culpable breach of a material contractual obligation, NE shall be liable in accordance with the statutory provisions; however, its liability is limited to the foreseeable, typically occurring damage.

The customer’s other statutory claims and rights due to a delay in delivery on the part of NE remain unaffected.

Transfer of risk, shipping and packaging, return

Unless otherwise stated in the order confirmation, delivery is agreed „ex warehouse.“ Loading and shipping are uninsured and at the customer’s risk. This also applies to returns. NE will endeavor to consider the customer’s wishes and interests regarding the shipping method and route. Any resulting additional costs, even if „free delivery“ has been agreed, are borne by the customer.

If shipment is delayed at the request or due to the fault of the purchaser, the purchaser shall store the goods at the purchaser’s expense and risk. In this case, notification of readiness for shipment shall be deemed to be shipment.

Transport and other disposable packaging will not be taken back. Individual rings sold in the aftermarket are not accepted for return.

Warranty, liability

The purchaser must inspect the received goods for completeness, transport damage, obvious defects, quality, and their properties. Obvious defects must be reported to NE in writing by the purchaser immediately after they are discovered within the normal course of business. NE assumes no liability for obvious defects that are not reported promptly in writing by the purchaser.

If a defect in the goods for which NE is responsible exists and has been notified in writing by the customer in a timely manner, NE is obliged to provide subsequent performance, excluding the customer’s rights to withdraw from the contract or reduce the purchase price, unless NE is entitled to refuse subsequent performance based on statutory provisions. The customer must grant NE a reasonable period of time for subsequent performance for each individual defect.

Subsequent performance may be carried out, at NE’s discretion, by remedying the defect or delivering new goods. NE is entitled to refuse the type of subsequent performance chosen by the customer if it would entail disproportionate costs. During the subsequent performance, a reduction in the purchase price or withdrawal from the contract by the customer is excluded. A subsequent improvement is deemed to have failed after the second unsuccessful attempt. If subsequent performance fails or if NE has refused subsequent performance altogether, the customer may, at his or her discretion, demand a reduction in the purchase price (abatement) or declare withdrawal from the contract.

In the event of subsequent performance, NE shall bear all expenses necessary for the purpose of remedying the defect, in particular transport, travel, and labor costs. This applies only to the extent that the costs do not increase as a result of the goods being transported to a location other than the place of performance.

The purchaser shall not be entitled to warranty claims if the defect is due to a violation of operating, maintenance, or installation instructions, or if the defect is due to improper processing or use by the purchaser or third parties.

The purchaser’s claims for material defects shall expire in accordance with statutory provisions after 24 months from the transfer of risk.

The purchaser may only assert claims for damages under the following conditions due to the defect if subsequent performance has failed or if NE refuses subsequent performance. The purchaser’s right to assert further claims for damages under the following conditions remains unaffected.

NE is only liable in accordance with statutory provisions if the customer asserts claims for damages that are attributable to fraud, intent, or gross negligence on the part of NE. If there is no intentional breach of contract by NE, liability for damages is limited to the foreseeable, typically occurring damage.

NE remains liable in accordance with statutory provisions if NE culpably breaches a material contractual obligation. In this case, liability for damages is limited to the

foreseeable, typically occurring damage.

Any liability for damages beyond that provided for in the preceding provisions is excluded, regardless of the legal nature of the claims asserted.

Claims for damages arising from culpable injury to life, body, or health, from the assumption of guarantees, or due to mandatory provisions of the Product Liability Act remain unaffected by the foregoing provisions.

To the extent that NE’s liability for damages is limited or excluded, this also applies to the personal liability of NE’s employees, representatives, and vicarious agents.

Retention of title

(1) The delivered goods remain our property until all claims arising from the business relationship, including all balance claims from a current account relationship with the customer, have been paid in full (hereinafter referred to as „reserved goods“). To the extent that we agree with the customer that payment of the purchase price shall be made by check or bill of exchange, the retention of title shall also extend to the customer’s redemption of the bill of exchange accepted by us and shall not expire upon our crediting of the received check.

(2) In the event of default in payment, an application for the opening of insolvency proceedings, or other breach of contract by the customer, we shall be entitled, after setting a deadline without success, to declare withdrawal from the contract and to take back the reserved goods. After taking back the reserved goods, we shall be entitled to dispose of them; the proceeds from such disposition, less reasonable disposal costs, shall be credited against the customer’s liabilities.

(3) The purchaser is obligated to treat the reserved goods conscientiously and to insure them at its own expense against fire, water, and theft damages at their replacement value. The purchaser hereby assigns to us any claims against the insurance. If maintenance and inspection work are required, the purchaser must carry them out in a timely manner at its own expense.

(4) In the event of seizures or other interventions by third parties, the customer must notify us immediately in writing. If the third party is unable to reimburse us for the legal and extrajudicial costs of a lawsuit pursuant to Section 771 of the Code of Civil Procedure (ZPO), the customer shall be liable for the loss incurred by us.

(5) The processing or transformation of the reserved goods by the customer is always carried out for us, without any resulting obligations for us. If the reserved goods are processed with other items not belonging to us, we acquire co-ownership of the newly created item in proportion to the value of the reserved goods (final invoice amount, including VAT) to the other processed items at the time of processing. In all other respects, our agreements for the reserved goods apply accordingly to the item created through processing.

(6) If the reserved goods are inseparably mixed with other items not belonging to us, we shall acquire co-ownership of the new item in proportion to the value of the reserved goods (final invoice amount, including VAT) to the other mixed items at the time of mixing. If the mixing occurs in such a way that the customer’s item is to be considered the main item, it is agreed that the customer shall transfer proportionate co-ownership to us. The customer shall safeguard the sole or co-ownership thus created for us.

(7) The purchaser is entitled to resell the reserved goods in the ordinary course of business, but hereby assigns to us all claims against its customers or third parties arising from the resale of the reserved goods in the amount of the final invoice amount including VAT, regardless of whether the reserved goods were resold without or after processing or mixing. The purchaser remains authorized to collect this claim even after the assignment. Our authority to collect the claim ourselves remains unaffected; however, we undertake not to collect the claim as long as the purchaser meets its payment obligations from the proceeds received, does not default on payment, and in particular, no application for the opening of insolvency proceedings has been filed or payments have been suspended. In these cases, we may demand that the purchaser disclose to us the assigned claims and their debtors, provide all information necessary for collection, hand over the relevant documents, and notify the debtor or third party of the assignment. The purchaser is not permitted to pledge or assign the reserved goods as security.

(8) We undertake to release the securities to which we are entitled at the request of the Customer to the extent that the realizable value of our securities exceeds the claims to be secured by more than 20%; the selection of the securities to be released shall be at our discretion.

Final Provision, Applicable Law

Unless otherwise agreed, the place of performance shall be NE’s registered office.

If the customer is a merchant, the place of jurisdiction shall be the court competent for NE’s registered office. However, NE is also entitled to sue the customer at its general place of jurisdiction. The same applies if the customer does not have a general place of jurisdiction within Germany, has relocated their place of residence or habitual abode outside Germany after the conclusion of the contract, or their place of residence or habitual abode is unknown at the time of the lawsuit.

The purchaser is not entitled to assign claims arising from the purchase contract without the consent of NE.

The relationship between the contracting parties shall be governed exclusively by the law applicable in the Federal Republic of Germany. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG – Vienna Sales Convention) of April 11, 1980, is excluded.

Should any provision of these General Terms and Conditions of Delivery and Payment be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions of the General Terms and Conditions of Delivery and Payment.