General Terms and Conditions of Sale and Delivery

(hereinafter referred to as, „Terms“) of Frey & Co. GmbH (hereinafter referred to as „FREY“) to be applied in business relationships with entrepreneurs (hereinafter referred to as „Buyer“)

1. GENERAL REMARKS, AREA OF APPLICATION

1.1. These Terms of FREY shall apply exclusively. FREY does not accept any general terms and conditions of the Buyer which differ from or are contradictory to these Terms, unless FREY has explicitly agreed to the validity of such other terms and conditions in writing. This approval requirement shall apply also where FREY is aware of the Buyer‘s general terms and conditions and makes unconditional delivery to the Buyer irrespective of such general terms and conditions. With respect to assembly services, the general assembly terms and conditions of FREY shall apply in addition.

1.2. There are no oral side agreements. All agreements between FREY and the Buyer must be made in writing. This shall in particular also apply to all statements and notifications of legal relevance required to be made by the Buyer vis-à-vis FREY after the conclusion of the contract (e.g. setting deadlines, notification of defects, declarations of withdrawal or reductions).

1.3. These Terms shall only apply vis-à-vis companies as well as legal entities under public law and special funds under public law within the meaning of Sec. 310 para. 1 German Civil Code (Bürgerliches Gesetzbuch, BGB)

1.4. These Terms shall also apply to all future contracts with the Buyer even if FREY does not explicitly refer to them later on.

2. OFFER, PERFORMANCE OF THE CONTRACTOR, AMENDMENTS

2.1. All offers of FREY are subject to change.

2.2. Orders of the Buyer shall be considered as binding purchase offers. Orders of the Buyer shall only be deemed accepted after a written confirmation of FREY or delivery of the respective objects by FREY. In case of a prompt delivery, FREY‘s written order confirmation can be replaced by the invoice issued by FREY. FREY may accept orders within two weeks after receipt.

2.3 The execution of the order, in particular the quality of the objects (objects of delivery) to be produced, delivered or assembled by FREY, shall exclusively be determined by the contractually agreed specifications. Any references to standards, similar technical rules, other technical specifications, descriptions or images in offers and brochures merely serve the purpose of describing the services and do not constitute any representation of certain characteristics. FREY may at any time make changes to the execution of the order or to the objects of delivery to the extent such changes:

2.3.1 are required to comply with any prerequisites imposed by law or public authorities; and

2.3.2 do not involve any material impairment of quality or functionality of the objects of delivery and are reasonably acceptable to the Buyer.

2.4 Any deviations of dimensions and weight are admissible within the tolerance limits customary in the trade and relevant DIN standards. FREY may make technical improvements of structure, material and form provided that such improvements do not impair the usability for the contractual purpose and are acceptable to the Buyer in all other respects.

2.5 FREY may involve subcontractors.

2.6 FREY reserves the right to withdraw from the contract if the risk of collectability of the claim against the Buyer cannot be insured with credit insurers at the usual rates for reasons relating to the Buyer. FREY is entitled to withdraw from the contract by written declaration to be received by the Buyer either by post or fax no later than 14 days following the date of the order confirmation.

3.PRICES, CONDITIONS OF PAYMENT

3.1. Unless otherwise agreed, the prices of FREY valid at the time of the conclusion of the contract shall apply. FREY‘s prices are quoted in EUR and EXW excluding the respectively applicable VAT and any other indirect taxes or customs duties.

3.2. The Buyer will be charged separately for packaging. The same shall apply to any customs duties, fees, taxes or any other public charges.

3.3. If the goods are shipped by FREY at the Buyer‘s request (cf. clause 6.1), the Buyer shall bear all cost of transport as well as the cost of any transport insurance requested by the Buyer.

3.4. FREY may consider an increase of the material procurement costs, wage and ancillary wage costs as well as energy cost in its prices if the delivery is delayed or postponed by more than three months due to circumstances for which the Buyer is responsible.

3.5. FREY requires the following information to be able to review whether deliveries within the territory of the European Union are exempt from VAT:

3.5.1. VAT identification number;

3.5.2. name and address of the Buyer;

3.5.3. destination; and

3.5.4. provision of all documents required to prove an intra-Community supply exempt from tax (supporting documents, acknowledgements of receipt etc.).
provision of all documents required to prove an intra-Community supply exempt from tax (supporting documents, acknowledgements of receipt etc.).

If FREY is charged with the subsequent payment of VAT due to incorrect or incomplete information provided by the Buyer, FREY is entitled to claim such amount from the Buyer. If the Buyer culpably provided incomplete or incorrect information, the Buyer shall be liable for damages vis-à-vis FREY.

3.6. Invoices shall be due for payment upon receipt. The Buyer shall be obliged to pay the purchase price within ten days.

3.7. Discounts and price reductions shall be separately agreed upon in writing.

4. PARTIAL DELIVERY, DELIVERY AND PERFORMANCE PERIOD, DELAY

4.1. FREY is entitled to effect partial deliveries provided that this is acceptable to the Buyer. In case of partial deliveries, FREY may request payment of their share of the total order value. FREY may require the Buyer to accept partial deliveries which are complete as such within the meaning of sentence 1.

4.2. Delivery deadlines shall only be binding if FREY explicitly confirmed them in writing. However, FREY will also make efforts to comply with non-binding delivery dates. A delivery period begins to run only when all technical details necessary for performance have been clarified by the Buyer and FREY. The date of shipment from the factory shall be decisive for the compliance with delivery deadlines.

4.3. FREY may retain deliveries if the Buyer fails to fulfil its contractual obligations in due time and form, in particular if the Buyer fails to effect the advance payments agreed upon with FREY in due time or to take any measure of co-operation required by FREY for the complete and timely performance of its services.

4.4. In the event of force majeure, FREY may – also within the period of delay – extend the period of performance by the duration of the hindrance. Force majeure shall include any event for which FREY cannot be held responsible and as a result of which the performance of the service becomes temporarily impossible or unreasonably difficult, in particular lawful strike action or lockout, late delivery to FREY itself for which FREY cannot be held responsible, measures taken by authorities, import and export prohibitions, shortages of energy and raw materials and war. FREY will immediately notify the Buyer of any such circumstance.

4.5.If such hindrance continues for more than two months, the Buyer is entitled to withdraw from the contract, after having set an appropriate grace period, if the Buyer provides proof that the partially outstanding fulfilment of the contract is no longer of interest due to the delay. The Buyer shall stipulate any deadline for subsequent performance in writing; such deadline shall be at least four weeks.

4.6. If a delivery period agreed upon is not met for other reasons than due to a hindrance as described in clause 4.4 above, the Buyer shall set in writing an appropriate grace period for FREY of at least two weeks. If FREY culpably fails to meet the deadline of this grace period, the Buyer is entitled to withdraw from the contract, however, it is not entitled to assert any claims for damages on the grounds of non-performance or delay, unless FREY is liable pursuant to clause 8.

5. WARRANTY

5.1. FREY only warrants compliance with the specifications determined in clause 2.3, which, however, does not constitute a warranty for specific characteristics, unless the parties agreed upon a warranty in writing. FREY does in particular not warrant that the objects of delivery are fit for a specific use or purpose or marketability. With respect to cross-border deliveries of goods by a domestic company, FREY does in particular not assume any warranty that the objects of delivery comply with the statutory requirements of the country of destination or that they are not subject to any restrictions. The Buyer undertakes to take out a sufficient product liability insurance which also covers potential damage possibly arising due to cross-border deliveries.

5.2. The Buyer will only be entitled to any rights under a warranty upon proper fulfilment of the Buyer‘s duties of inspection and notification of defects (Sec. 377 of the German Commercial Code (Handelsgesetzbuch, HGB)), i.e. the Buyer or the designated recipient of the objects of delivery shall immediately inspect the goods upon delivery. The Buyer shall immediately, however, within seven days after having received the objects of delivery at the latest, notify FREY in writing of any obvious defects. Hidden defects shall be notified in writing immediately after their discovery. If the Buyer fails to give proper notice of defects, FREY will be under no liability for the relevant defects.

5.3. In case of a defective delivery, FREY will, at its own choice, either remedy the defect or supply an item free from defects provided that the Buyer has duly paid a reasonable part of the purchase price when due, taking the defect into account. The Buyer shall provide assistance to FREY in identifying defects and with respect to the subsequent performance. In addition the Buyer will allow access to the records revealing the particulars of the defect without undue delay. FREY may refuse subsequent performance if it is only possible at disproportional cost.

5.4 If the subsequent performance does not lead to the desired result, the Buyer is entitled to withdraw from the contract or to request a price reduction. Subsequent performance shall only be deemed unsuccessful if two attempts of subsequent performance do not lead to the desired result. A withdrawal from the contract is excluded if the actual quality of the goods differs only insignificantly from the specifications agreed upon or if the contractual or usual use is only insignificantly affected.

5.5 FREY hereby makes clear that changes of the material due to age or environmental conditions shall not be considered defects.

5.6 The Buyer shall only have claims for damages and/or reimbursement of futile expenses subject to the provisions of clause 8 and such claims shall be excluded in all other respects.

6.PASSING OF RISK, DELIVERY

6.1. Delivery is ex works Lenggries-Fleck, Germany, which is also the place of performance. The Buyer shall bear the costs and risk of shipment.

6.2. The risk shall pass to the Buyer at the factory in Lenggries-Fleck (EXW Lenggries-Fleck, INCOTERMS 2010). If the Buyer is in default of acceptance, the goods shall nonetheless be deemed handed over to the Buyer.

6.3. In case shipment is delayed for reasons for which FREY cannot be held responsible, the risk shall pass to the Buyer upon receipt of the notification stating that the goods are ready for dispatch.

6.4. Storage costs after the passing of risk shall be borne by the Buyer. In case of storage by FREY, the storage costs amount to 0.25% of the invoice amount of the objects of delivery to be stored per full week of storage. The assertion and proof of additional or lower storage costs shall remain reserved.

6.5. If FREY undertook to assemble the product in addition to its delivery, the object of delivery shall be deemed delivered as soon as the Buyer has accepted it pursuant to the general assembly terms and conditions of FREY. In such case, the place of performance shall be the place of assembly.

7. RETENTION OF TITLE

7.1. FREY retains the title in the objects of delivery until receipt of the full payment due under the respective contract and all other claims against the Buyer resulting from the business relationship.

7.2. The Buyer is obliged to treat all objects of delivery which are subject to retention of title with due care. Furthermore, the Buyer shall be obliged to insure such objects of delivery at its own cost against loss, fire and water damage, theft and natural hazards in the amount of their purchase price.

7.3.The Buyer is entitled to resell objects of delivery which are subject to retention of title in the ordinary course of business, unless the Buyer is in arrears with payment. The Buyer hereby assigns to FREY, in the amount of the respective invoice regarding FREY‘s claim, any and all claims which the Buyer acquires against its buyers or third parties within the framework of reselling the products, irrespective of whether the products were resold without any further processing or combination or following such processing or combination. FREY hereby accepts this assignment. The Buyer shall remain entitled to collect these claims even after the assignment. FREY‘s authority to collect the claim itself shall remain unaffected hereby. However, FREY shall be obliged to waive collection of the claim as long as the Buyer meets its payment obligations arising from the received proceeds, is not in arrears with payments and, in particular, has not applied for the opening of insolvency proceedings regarding its assets or has ceased payment. In such case, FREY is entitled to request that the Buyer informs FREY about the assigned claims and the respective debtors, provides all of the information required for collection, hands over the corresponding documents and informs the debtors (third parties) of the assignment. FREY is obliged to release all securities it is entitled to regarding objects of delivery and claims upon request of the Buyer, provided that the realisable value of the securities exceeds the claims to be secured by more than 10%.

7.4 The limitations of clause 7.3 above shall apply mutatis mutandis to the Buyer‘s right to process the objects of delivery. The Buyer shall not acquire title to the produced goods due to the complete or partial processing; the processing shall be free of charge exclusively for FREY as manufacturer within the meaning of Sec. 950 BGB. However, should FREY‘s retention of title cease to exist for whatever reason, it is hereby agreed between FREY and the Buyer that FREY acquires title in the goods upon processing of the goods, that FREY accepts such transfer of title and that the Buyer remains custodian of the goods which shall be free of charge.
If the objects of delivery which are subject to the retention of title are processed or inseparably combined with goods which constitute third-party property, FREY acquires co-ownership of the new goods or combined stock. The scope of the co-ownership results from the invoice value of the objects of delivery subject to the retention of title in proportion to the invoice value of the remaining goods.

7.5 If a third party arranges for the attachment of any objects of delivery subject to retention of title or otherwise impairs the title held by FREY , the Buyer shall immediately inform FREY in order to enable FREY to pursue legal remedies for the protection of title, in particular to file an action pursuant to Sec. 771 of the German Code of Civil Procedure (Zivilprozessordnung, ZPO). Additionally, the Buyer is obliged to notify the third party as well as the bailiff that the respective product is the property of FREY. If the third party is unable to reimburse FREY for any court cost and out-of-court costs arising from such means of defence, the Buyer shall be liable vis-à-vis FREY with regard to any costs not paid by the third party.

7.6 The Buyer is obliged to immediately inform FREY of any damage of the products subject to retention of title as well as of any changes of the Buyer‘s registered office.

7.7 In case of a withdrawal from the contract, FREY is entitled to request surrender of the objects of delivery subject to retention of title.

8. LIMITATION OF LIABILITY, EXEMPTION

8.1. FREY shall be liable without limitation for intent and gross negligence.

8.2. For slight negligence FREY shall only be liable in case of a violation of a material duty which is essential to the proper execution of the order or the contract and on the fulfilment of which the Buyer may regularly rely. In such cases, the liability of FREY shall be limited to foreseeable damage typical of that kind of contract.

8.3. A limitation or exclusion of liability pursuant to this clause 8 shall not apply to claims arising from the German Product Liability Act (Produkthaftungsgesetz, ProdHaftG) and to damage due to injuries to life, body or health.

8.4. Where liability of FREY is excluded or limited, this shall also apply to the personal liability of the bodies, employees, representatives and vicarious agents of FREY.

8.5. The limitation period for warranty claims (clause 5) of the Buyer shall be one year from the passing of risk (clause 6). Other claims for compensation shall become statute-barred one year after the Buyer became aware of the damaging event. This shall not apply to claims that are based on intent or gross negligence, to damage arising from injuries to life, body or health or to claims arising from the ProdHaftG.

8.6. The Buyer shall exempt FREY, its bodies, employees, representatives and vicarious agents, upon FREY‘s first request, from any claims of third parties asserted against FREY and/or the aforementioned persons as a result of a culpable breach of duty by the Buyer. The Buyer shall reimburse FREY and the aforementioned persons for any and all expenses reasonably incurred and required for the legal defence.

9. ASSIGNMENT, RIGHT OF RETENTION, SET-OFF

9.1 The Buyer is not entitled to assign claims against FREY arising from this contract. The foregoing shall not apply if Sec. 354a HGB applies.

9.2 The Buyer may only set off claims if its counterclaims are undisputed and/or have been established with final legal effect.

9.3 The same shall apply to any right of retention or right of refusal of performance pursuant to Secs. 320, 273 BGB. Such rights may only be exercised by the Buyer if they result from the same contractual relationship. In an ongoing business relationship, each single order is considered a separate contract

10. DISTINGUISHING MARKS, DRAWINGS AND OTHER DOCUMENTS

10.1 The Buyer is entitled to use the name of FREY as well as other trademarks, logos or distinguishing marks of FREY within the framework of its business operation, in particular for advertising purposes, only upon the prior written consent of FREY

10.2 Drawings, drafts and other documents which FREY provides to the Buyer prior to the conclusion of the contract or during its performance are the property of FREY and must not be disclosed to third parties, reproduced or used for other purposes than the contractually agreed purpose without the prior written consent of FREY. FREY is entitled to request the surrender of the aforementioned documents free of charge, including any copies thereof, if the Buyer no longer requires the documents and if FREY gains knowledge of a misuse of these documents. A right of retention of the Buyer with regard to the documents shall be excluded.

10.3 The Buyer shall be liable for ensuring that a use of the drawings, templates, plans etc. does not infringe any rights of third parties. If third parties prohibit in particular the production and delivery of any products by relying on protective rights, FREY is entitled – without being obliged to review the legal situation – to discontinue any and all activities in this regard and to request damages. The Buyer shall furthermore indemnify FREY from any and all resulting disadvantages, in particular from any compensation claims of third parties.

11. Data protection

FREY collects and processes personal data of the entrepreneur exclusively in accordance with the statutory provisions of the Federal Data Protection Act (BDSG) and the EU General Data Protection Regulation (GDPR). FREY processes and uses the data collected from the entrepreneur in the context of his order for the establishment, execution and termination of the contractual relationship with the entrepreneur, including the processing of warranty claims. FREY only passes on personal data of the entrepreneur to third parties if and insofar as this is necessary for the execution of the contract, in particular for the execution of the delivery. The legal basis for data processing is Art. 6 para. 1 lit. b GDPR. The personal data will be deleted unless statutory retention periods prevent this. To assert your rights to information, rectification, erasure, restriction or objection, please contact our data protection officer at [email protected]. You can also find a detailed description of the handling of personal data and your rights in the general data protection information sheet at https://freysysteme.de/en/privacy-policy/

12. NO-RUSSIA CLAUSE

12.1. The Supplier/Buyer shall not sell, export or re-export, directly or indirectly, to the Russian Federation or for use in the Russian Federation any goods or technology supplied under or in connection with this Agreement that fall under the scope of Article 12g of Council Regulation (EU) No 833/2014 (except for goods falling under CN codes 8457 10, 8458 11, 8458 91, 8459 61, 8466 93, as listed in Annex XL to Regulation (EU) No. 833/2014).

12.2. In the event, FREY & Co. GmbH is selling, licensing or transferring in any other way intellectual property rights or trade secrets or grants rights to access or re-use any material or information protected by intellectual property rights or protected as trade secret related to the common high priority items as listed in Annex XL to Regulation (EU) No 833/2014 (“Common High Priority Items”), the Supplier/Buyer is prohibited from (and is obligated to prohibit any potential sublicensees) using such intellectual property rights, trade secrets or other information in connection with Common High Priority Items that are intended for sale, supply, transfer or export, directly or indirectly, to Russia or for use in Russia.

12.3. A violation of paragraphs (1) and (2) shall be deemed good cause to entitle Frey & Co. GmbH to terminate this agreement for cause or withdraw from this agreement (or any individual agreements if the agreement is a framework agreement), respectively. Frey & Co. GmbH has the right to claim any damages incurred based on a violation of paragraphs (1) and (2).

12.4. The Supplier/Buyer shall set up and maintain an adequate monitoring mechanism to detect any potential violations of paragraphs (1) and (2) by any third parties further down the commercial chain.

12.5. The Supplier/Buyer shall immediately inform FREY & Co. GmbH about any problems in applying this entire clause, including any relevant activities by third parties that could frustrate the purpose of paragraphs (1) and (2), and shall make available to FREY & Co. GmbH information concerning compliance with the obligations of this entire clause within two weeks of the simple request of such information.

13. SEVERABILITY CLAUSE, LANGUAGE OF CORRESPONDENCE, JURISDICTION, APPLICABLE LAW

13.1. Should individual provisions or parts of these Terms be or become invalid, the validity of the remaining provisions shall remain unaffected thereby. The invalid provision shall be replaced by an agreement which comes closest to the purpose of the contract and the intent of the parties.

13.2. The contractual language is German.

13.3. In the event of any doubts on the wording of these Terms, the German wording shall apply.

13.4. Munich, Germany, shall be the exclusive place of jurisdiction. However, FREY is nevertheless entitled to initiate an action against the Buyer at its general place of jurisdiction.

13.5. The laws of the Federal Republic of Germany shall apply exclusively. The provisions of German international private law and the UN Convention on Contracts for the International Sale of Goods (UN-CISG) shall not apply.

General assembly conditions

General Terms and Conditions of Assembly (hereinafter referred to as "GTCA") of Frey & Co. GmbH (hereinafter referred to as "FREY") for use vis-à-vis entrepreneurs (hereinafter referred to as "Entrepreneur")

1. GENERAL, SCOPE OF APPLICABILITY

1.1 These General Terms and Conditions of FREY apply exclusively to all assembly services, including monitoring and repair work, undertaken by FREY. Terms and conditions of the Contractor that deviate from or conflict with these GTCS shall not be recognised by FREY unless FREY has expressly agreed to their validity in writing. This requirement of consent also applies if FREY carries out the delivery to the entrepreneur without reservation in the knowledge of the entrepreneur’s terms and conditions. In addition, the General Terms and Conditions of Sale and Delivery of FREY shall apply.

1.2 Verbal collateral agreements have not been made. All agreements made between FREY and the entrepreneur must be in writing. This also applies in particular to legally relevant declarations and notifications to be made by the Contractor to FREY after conclusion of the contract (e.g. setting of deadlines, notification of defects, declaration of cancellation or reduction).

1.3 These GTC shall only apply to entrepreneurs, legal entities under public law and special funds under public law within the meaning of Section 310 (1) BGB.

1.4 These GTC shall also apply to all future contracts with the entrepreneur, even if FREY no longer expressly refers to them.

2. ORDER, AMENDMENTS

2.1 Orders are concluded in accordance with the conditions of the delivery order, insofar as the order includes assembly services, otherwise FREY can accept offers within two weeks of receipt. Orders placed by the entrepreneur constitute binding offers. Acceptance is effected by declaration or performance of the service.

2.2 The execution of the assembly order results exclusively from the contractually agreed specifications. FREY may make changes to the execution of the installation order at any time, insofar as these are (a) necessary to fulfil legal or official requirements, (b) do not significantly impair the quality and function of the order and (c) are reasonable for the Contractor.

3. PERFORMANCE OF FREY

3.1 Unless otherwise agreed in writing between the parties, the assembly service provided by FREY includes putting the items delivered by FREY into a mechanically and electrically operational condition.

3.2 In principle, the services of FREY do not include

3.2.1 further work to be carried out by the contractor, in particular the laying and connection of supply lines of any kind, the execution of electrical installations, assembly and commissioning of units or systems that are not part of our scope of delivery.

3.2.2 any necessary acceptance in accordance with the relevant accident prevention regulations,

unless otherwise agreed in writing.

3.3 FREY is authorised to use subcontractors.

4. PRICES, TERMS OF PAYMENT

4.1 Unless otherwise agreed, FREY’s current prices at the time of the conclusion of the contract shall apply. The prices of FREY shall be calculated according to time and effort in accordance with the assembly rates provided by FREY and valid at the time, are in Euro and do not include the applicable value added tax.

4.2 If, contrary to clause 5.1. below, FREY has to supply assembly aids, FREY shall invoice the costs incurred separately.

4.3 The agreement of a lump sum price must be made expressly. FREY calculates its lump sum offers on the following basis:

4.3.1 timely and punctual commencement of the installation;

4.3.2 normal and uninterrupted progress of the installation; and

4.3.3 assembly during normal working hours and on working days, but with the possibility, to be provided by the contractor, of also being able to provide the services assumed by FREY outside or in addition to normal working hours.

If the aforementioned bases for the price calculation do not materialise or do not exist for reasons for which the Contractor is responsible, or if the Contractor requests changes to the installation services undertaken by FREY or additional services, the resulting additional costs shall be invoiced separately to the Contractor in accordance with FREY’s installation invoice rates. This also applies to installation services requested by the Contractor outside normal working hours and outside working days.

4.4 Proof of the services rendered shall be provided in the form of work records, which FREY’s fitters shall submit to the Contractor for signature.

4.5 In order to check whether assembly services can be provided VAT-free in the European Union, FREY requires from the Contractor

4.5.1 the VAT identification number;

4.5.2 the name and address of the contractor;

4.5.3 the place of destination and

4.5.4 the provision of all documents (receipts, confirmations of receipt, etc.) required to prove a tax-exempt intra-Community supply.

In the event that FREY is charged with an additional VAT payment due to incorrect or incomplete information provided by the entrepreneur, FREY is entitled to pass this amount on to the entrepreneur. If the incorrectness or incompleteness of the information is due to a fault of the entrepreneur, he is obliged to pay damages to FREY.

4.6 Payments shall be made in accordance with the terms of the delivery order if the order includes assembly services, otherwise immediately after invoicing and without deductions.

5. cooperation of the contractor

5.1 The Contractor is obliged to co-operate insofar as this is necessary for the complete and timely execution of the contract. This refers in particular to the following services free of charge for FREY:

5.1.1 Obtaining all necessary permits and authorisations under public or private law as well as any special permits required for overtime, for example for work on Sundays and public holidays, or for special hazardous situations;

5.1.2 Provision and, if necessary, creation of an access road to the assembly site that is passable for non-terrain lorries and mobile cranes, whereby passability must also be ensured inside and outside the hall area during the entire period of assembly work;

5.1.3 Unloading of the delivered material, transport and professional storage of all delivered material at the assembly site, protected against theft, damage and weather influences;

5. 1.4 (Intermediate) transport to the assembly site with assembly and dismantling, including provision of suitable aids for intermediate transport and loading work (e.g. cranes, forklift trucks);

6. SAFETY AND ACCIDENT PREVENTION

6.1 The Contractor shall inform FREY of the safety and accident prevention regulations applicable to the place of installation in good time before the start of installation.

6.2 The Contractor shall take the safety precautions applicable to the protection of persons and property at the place of installation. The aids to be provided by the Contractor must comply with the relevant safety regulations, in particular the accident prevention regulations.

6.3 The Contractor shall inform the fitters of FREY on site about the existing safety regulations, insofar as these are of importance for the execution of the assembly. A site or project manager appointed by the Contractor must ensure that the safety and accident prevention regulations are complied with by FREY’s fitters. The Contractor must inform FREY immediately of any infringements. In the event of serious violations, the Contractor may, in consultation with FREY, refuse the offender access to the assembly site.

6.4 In the event of emergencies or accidents, the Contractor is obliged to provide FREY’s fitters with appropriate assistance and to inform FREY immediately.

7. ASSEMBLY PERIOD AND DELAY

7.1 Assembly deadlines are only binding if FREY has expressly confirmed them as binding in writing. However, FREY shall endeavour to meet even non-binding assembly deadlines. An installation period shall only commence with the clarification of all technical questions necessary for the execution of the service, the timely receipt of all documents to be supplied by the Contractor or necessary authorisations as well as the timely and proper fulfilment of all other obligations of the Contractor.

7.2 A binding installation deadline shall be deemed to have been met if the object to be installed is ready for acceptance by the Contractor by the time it expires, or, in the case of a contractually agreed trial, if it is ready for testing. If additional and extension orders are placed at a later date or if additional installation services are required, the agreed installation period shall be extended accordingly.

7.3 Events of force majeure authorise FREY – even within the delay – to postpone the installation services for the duration of the hindrance. Force majeure includes all circumstances for which FREY is not responsible and which make the provision of the installation services temporarily impossible or unreasonably difficult, in particular lawful strikes or lockouts, late self-delivery for which the Contractor is not responsible, official measures, import and export bans, energy and raw material shortages and war. FREY will inform the entrepreneur about this immediately.

7.4 If the hindrance according to clause 7.3 above lasts longer than two months, the Contractor is entitled to withdraw from the contract after setting a reasonable grace period if it can prove that the outstanding fulfilment of the contract is no longer of interest to it due to the delay.

7.5 If circumstances for which the Contractor is responsible cause waiting times, exceedance of the agreed installation period and daily travelling times or multiple journeys, the resulting postponements shall not lead to a delay on the part of FREY. The Contractor shall bear the resulting additional costs according to time and effort in accordance with the applicable installation rates.

7.6 If the installation is interrupted due to circumstances for which the Contractor is responsible, the risk for the installation work already performed is transferred to the Contractor for the duration of the interruption.

7.7 If an agreed installation period is exceeded without there being a reason for this as described in clause 7.3 above, the Contractor shall grant FREY a reasonable grace period of at least 2 weeks in writing. If FREY culpably fails to comply with this grace period, the Contractor is entitled to withdraw from the contract, but not to assert claims for damages due to non-fulfilment or delay, unless Frey is liable in accordance with Clause 10.

8. ACCEPTANCE

8.1 As soon as FREY has completed the assembly and put the delivery item in a mechanically and electrically functional condition or any contractually agreed testing of the assembled delivery item has taken place, FREY shall notify the Contractor of this and request acceptance with reference to the fiction of acceptance in accordance with this Clause 8.1. FREY and the Contractor shall record the acceptance in a protocol to be signed by both parties. The Contractor shall fully inspect the installation work within a period of two weeks and either declare acceptance to FREY in writing or notify FREY in writing of the defects found. If no statement is made by the Contractor within the acceptance period, the installation work shall be deemed accepted.

8.2 If the installation proves not to be in accordance with the contract, FREY is obliged to remedy the defect at its own expense. This does not apply if and insofar as the defect is insignificant for the interests of the Contractor or is based on a circumstance for which the Contractor is responsible. If the defect is insignificant, the Customer may not refuse acceptance.

8.3 After remedying a defect, FREY shall notify the Contractor again of the completion of the installation. The Contractor shall inspect the installation work within a period of five working days. If the notified defects have been rectified and no further defects occur that prevent the use of the delivery item in whole or in part, the Contractor must declare acceptance in writing within this new acceptance period. If no declaration is made by the Contractor within this new acceptance period, the installation work shall be deemed to have been accepted.

8.4 Acceptance shall in any case be deemed to have taken place when the Contractor uses the assembled delivery item.

8.5 FREY expressly points out that acceptance by the Contractor does not automatically authorise commissioning and use. The delivery item may only be put into operation when all legal and/or official regulations to be fulfilled by the Contractor have been met.

9. WARRANTY

9.1 The Contractor shall decide on the use of the items or other services supplied by FREY on its own responsibility. Unless FREY has confirmed specific properties or suitability for a contractually agreed purpose in writing, any technical advice is non-binding in any case.

9.2 If defects occur in the installation work after acceptance by FREY, the Contractor must inform FREY immediately in writing. FREY is entitled and obliged to remedy the defect. The Contractor shall grant FREY reasonable time and opportunity to determine and remedy the defect. Only in urgent cases of operational safety and to prevent disproportionately large damage, of which FREY must be informed immediately, or if FREY is in default with the elimination of the defect, the Contractor has the right to eliminate the defect itself or have it eliminated by third parties and to demand reimbursement of the necessary costs from FREY.

9.3 If FREY does not fulfil its obligation to rectify the defect and the Contractor sets FREY a reasonable grace period with the declaration that it will refuse to rectify the defect after the expiry of the grace period, the Contractor may reduce the agreed price or withdraw from the contract after the expiry of the grace period. The same shall apply if the rectification has failed or if rectification is impossible. Further claims for damages exist only in accordance with the provisions in clause 10.

9.4 FREY’s warranty does not apply to natural wear and tear, nor to damage caused after acceptance, in particular for the following reasons: unsuitable or improper use, incorrect assembly or commissioning by the contractor or third parties, damage caused by other construction works, modifications or repairs without FREY’s authorisation.

9.5 The limitation period for warranty claims is twelve months. It begins with the declaration of acceptance by the Contractor or, in the event of default of acceptance by the Contractor, with the expiry of the acceptance period.

10. LIMITATION OF LIABILITY, EXEMPTION

10.1 FREY shall be liable without limitation for intent and gross negligence.

10.2 FREY shall only be liable for slight negligence if an obligation is breached, the fulfilment of which is essential for the proper execution of the order or contract (contract) and on the observance of which the entrepreneur may regularly rely. In such cases, FREY’s liability is limited to the foreseeable damage typical for such a contract.

10.3 Limitations and exclusions of liability according to this clause 10 do not apply to claims under the Product Liability Act and in the case of damages due to injury to life, body or health.

10.4 Insofar as FREY’s liability is excluded or limited, this shall apply accordingly to the personal liability of FREY’s bodies, employees, representatives and vicarious agents.

10.5 The entrepreneur’s claims for damages expire one year after the damaging event becomes known. This does not apply to claims based on intent or gross negligence, for damages due to injury to life, body or health and for claims arising from the Product Liability Act.

10.6 The Contractor shall indemnify FREY, its organs, employees, representatives and vicarious agents against any claims of third parties upon first request, which FREY and/or the aforementioned persons incur as a result of a culpable breach of duty by the Contractor. The Contractor shall reimburse FREY and the named persons for all necessary and reasonable expenses for the legal defence.

11. ASSIGNMENT; RIGHTS OF RETENTION; INVOICING

11.1 The Contractor is not entitled to assign its claims against FREY arising from this contract. This does not apply if § 354a HGB is applicable.

11.2 The Contractor shall only be entitled to set-off if its counterclaims are undisputed or have been recognised by declaratory judgement.

11.3 The same applies to rights of retention and rights to refuse performance in accordance with §§ 320, 273 BGB. The entrepreneur may only exercise such rights if they arise from the same contractual relationship. In an ongoing business relationship, each individual order is deemed to be a separate contract.

12. SALVATORY CLAUSE, CORRESPONDENCE LANGUAGE, JURISDICTION, APPLICABLE LAW

12.1 Should individual provisions or parts of these GTCS be or become invalid, the validity of all other provisions shall remain unaffected. The invalid provision shall be replaced by an agreement that comes closest to the purpose of the contract and the intention of the parties.

12.2 The contract language is German.

12.3 In case of doubt about the wording of these GTCS, the German-language text version shall apply.

12.4 The exclusive place of jurisdiction is Munich. However, FREY is also entitled to sue the entrepreneur at his general place of jurisdiction.

12.5 The law of the Federal Republic of Germany shall apply exclusively. The application of German international private law and the UN Convention on Contracts for the International Sale of Goods (UN-CISG) are excluded.