AGBALLGEMEINE GESCHÄFTSBEDINGUNGENALLGEMEINE

General Terms and Conditions of Sale and Delivery

of F&K Maschinenbau GmbH & Co. KG

I. Scope

1. These General Terms and Conditions of Sale and Delivery (hereinafter the „Sale Conditions“) shall apply to all offers, sales, and deliveries made by F&K Maschinenbau GmbH & Co. KG (hereinafter: “F&K”) to the Customer even if they are not expressly mentioned in subsequent contracts. They apply to national and international trade with companies, legal persons under public law, and special funds under public law.

2. These Sale Conditions shall apply exclusively. Where the Customer’s own conditions diverge from, contradict, or supplement these conditions, they shall not form part of the contract unless F&K expressly accepts their validity. These Sale Conditions shall also apply where F&K effects delivery to the Customer, without reservation, in the knowledge of the latter’s divergent, contradictory, or supplementary conditions.

3. Individual agreements with the Customer shall always take precedence over these Sale Conditions. The content of such agreements shall be governed by a written agreement between the Parties, subject to any evidence to the contrary.

4. This shall be without prejudice to any rights to which F&K is entitled under the statutory provisions relating to these Sale Conditions.

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II. Conclusion of the Contract

1. F&K’s offers and quotations are subject to change and non-binding unless expressly designated as a binding offer by F&K.

2. The Customer’s purchase order constitutes an offer to enter into a contract. A purchase order shall only become binding when it has been confirmed by F&K by way of a written order confirmation. An order confirmation issued in text form, notably electronically, is deemed to be in writing.

3. No order is binding on the Seller until the Seller has provided written confirmation of the order.

4. The agreed characteristics of the goods shall be conclusively specified in the purchase order and order confirmation. Illustrations, drawings, weight specifications, and dimensions as well as any other descriptions of the goods are only approximate unless they are expressly identified as binding by way of a written or electronic undertaking from F&K. They do not constitute any agreement or guarantee regarding the respective characteristics of the goods. If and insofar as the target characteristics of the goods have been contractually agreed with the Customer, F&K reserves the right to make changes provided that the changes take place based on mandatory legal requirements and are reasonable for the Customer.

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III. Lead Time and Delay in Delivery

1. The agreement of lead times and delivery dates must be in writing. Lead times and delivery dates are non-binding unless expressly designated as binding by F&K.

2. Agreed lead times or delivery dates are complied with if, prior to their expiry, F&K delivers the goods to the delivery destination or, in case of a shipment sale, hands them over to the person designated to carry out the shipment. A lead time shall commence when F&K dispatches the order confirmation. Delivery is deemed to have taken place if the Customer defaults on acceptance of the goods.

3. Delivery dates provided by F&K are estimates and are not guaranteed. F&K will make all reasonable efforts to meet agreed delivery schedules but will not be liable for delays due to circumstances beyond its control, including but not limited to natural disasters, government actions, strikes, or transportation disruptions.

4. Delivery is subject to on-time and proper delivery by F&K’s own suppliers.

5. A delay in delivery only entitles the Customer to rescind if F&K is responsible for the delay.

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IV. Place of Delivery, Transfer of Risk, and Default of Acceptance

1. Unless otherwise agreed, delivery of the goods takes place “ex works” or “EXW” in accordance with Incoterms ® 2020. At the Customer’s request and expense, the goods will be shipped to a different destination (hereinafter: “shipment sale”). Unless otherwise agreed, F&K shall be entitled to determine the type of shipment.

2. The risk of accidental destruction or deterioration shall pass to the Customer as soon as F&K delivers the goods to the place of delivery pursuant to Clause 1 or, in the case of a shipment sale, to the person appointed to carry out shipment. The handover shall be deemed to have taken place if the Customer is in default of acceptance.

3. If the Customer defaults on acceptance, F&K shall be entitled to claim compensation for the loss incurred as a result: 0.5% of the net price of the delivered goods per day of default, up to an overall maximum of 5% of the net price of the delivered goods. The Parties reserve the right to claim additional damages as well as the right to show that the loss was lower.

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V. Prices

1. The agreed price shall apply as set out in F&K’s order confirmation, plus statutory value-added tax. Unless otherwise agreed between the Parties, prices shall be “ex works” or “EXW” in accordance with Incoterms ® 2020, excluding packaging.

2. In the case of a shipment sale, the Customer shall bear the shipping costs and any required transport insurance.

3. Where more than four months have elapsed between the order confirmation and delivery, and price increases have occurred in this period, particularly due to increases in wages, raw material costs, and general price increases due to inflation or similar circumstances, F&K shall be entitled to charge a correspondingly higher price. This also applies where, following submission of the offer by F&K, the order confirmation, or following conclusion of a Framework Contract with a fixed price agreement, there is a material change (i.e., by at least 10%) in the raw material prices for the affected goods or other substantive cost factors such as, in particular, energy, wages, transport, or insurance costs. F&K is then entitled to effect a reasonable increase in the prices to the extent that they are affected by the cost increases. In this regard, F&K will ensure transparency when invoking such price adjustments by providing clear and detailed documentation of the factors causing the price changes upon request. This applies conversely in favor of the Customer in the case of a corresponding price reduction. Where, as a result of the price adjustment, it is unreasonable for one Party to remain bound by the contract, that Party may rescind the contract by way of an immediate declaration to the other Party.

4. The Buyer is responsible for all import duties, taxes, customs charges, and other fees associated with shipping the Products to their destination.

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VI. Terms of Payment

1. Unless otherwise agreed between the Parties, the purchase price shall be transferred, without deductions, in the designated currency plus any costs of packaging, transport, and insurance, within 30 days of receipt of the invoice, to an account indicated on the invoice. Any discount for early payment must be agreed in writing.

2. In the event of a failure to effect payment within the payment period, F&K shall be entitled to charge default interest in accordance with the statutory provisions. Claims for additional loss are not excluded.

3. Where, following conclusion of the contract, circumstances become apparent that are likely to significantly reduce the Customer’s creditworthiness, or which appear to jeopardize payment of the amounts due to F&K, F&K shall be entitled to require payment in advance or provision of security before effecting any outstanding deliveries.

4. The Customer shall only be entitled to rights of set-off or retention insofar as its claim has been upheld by a final court judgment or is undisputed. The Customer can only assert a right of retention where its counter-claim is based on the same contractual relationship.

5. For international customers, F&K offers two payment options: either 100% payment in advance or 50% advance payment, with the remaining 50% payable prior to shipment.

6. Any failure to comply with the payment terms will result in delays or cancellation of the order. The Buyer is responsible for all bank charges and transfer fees.

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VII. Reservation of Title

1. F&K reserves title to the goods sold until payment in full of all current and future amounts outstanding under the sale contract or under an ongoing business relationship (secured claims).

2. Goods that are subject to a reservation of title may not be mortgaged to a third party or assigned by way of security before full payment of the secured claims. The Customer shall notify F&K without delay, in writing, if an application is made to initiate insolvency proceedings or in the event of any seizure of the goods that are subject to F&K’s reservation of title by a third party (e.g., attachment).

3. In the case of a breach by the Customer, particularly failure to pay the due purchase price, F&K shall be entitled to rescind the contract in accordance with the statutory provisions and/or require return of the goods based on the reservation of title. Requiring the return of the goods shall not constitute a declaration of rescission; F&K is only entitled to require the return of the goods and reserve the right to rescission. If the Customer fails to pay the outstanding purchase price, F&K can only assert the aforesaid rights where it first allows the Customer a reasonable extension of time for payment without result, or where such an extension of time is unnecessary under the statutory

4. Until revocation pursuant to para. c) below, the Customer shall be entitled to resell and/or process the reserved goods in the ordinary course of business. In this case, the following supplementary provisions shall apply: a. The reservation of title shall extend to the full value of the products arising from processing, mixing, or combining the reserved goods, and F&K shall be deemed to be the manufacturer. Where the reserved goods are processed, mixed, or combined with third-party goods and the third party retains its rights of ownership, F&K shall acquire a co-ownership share in proportion to the invoice value of the processed, mixed, or combined goods. In other respects, the same applies to the new product as to the goods subject to a reservation of title. b. The Customer hereby assigns to F&K, by way of security, any debts owed by third parties arising from the resale of the goods or the new product, as a whole or in the amount of the co-ownership share to which F&K is entitled under the foregoing paragraph. F&K hereby accepts the assignment. The Customer’s obligations set out in sub-clause 2 also apply with regard to the assigned debts. c. The Customer shall remain entitled to recover the debts, as will F&K. F&K undertakes not to recover the debts provided that the Customer is in compliance with its payment obligations to F&K; there is no indication of the Customer’s inability to effect contractual performance, and F&K is not asserting a reservation of title by exercising a right under para. 3. Otherwise, F&K can require the Customer to disclose the assigned debts and the respective debtors, provide all the information necessary to effect recovery, hand over all the accompanying documentation, and notify the debtors (third parties) of the assignment. In addition, in this case, F&K is entitled to revoke the Customer’s right to further sale and processing of the goods that are subject to reservation of title. d. Where the realizable value of the securities exceeds F&K’s claims by more than 10%, F&K will release securities of its own choosing, at the Customer’s request.

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VIII. Acceptance of Products

1. Upon receipt of the Products, the Customer must inspect them for any defects or discrepancies. Any claims for non-conformity or damage must be made in writing within 7 working days of delivery. If no claim is made within this period, the Products shall be considered accepted, and F&K shall have no further liability.

2. Minor deviations in specifications that do not materially affect the performance of the Products do not constitute grounds for rejection.

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IX. Return Policy

1. F&K does not accept returns or provide refunds for Products unless expressly agreed in writing.

2. In the event the Customer claims the Products are defective, F&K reserves the right to investigate and verify the claim. If the Products are found to be non-compliant with agreed specifications, F&K will, at its discretion, either repair or replace the defective Products or issue a credit note. No refund will be provided unless agreed in writing by F&K.

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X. Warranty

1. The Customer’s right to claim under warranty is subject to its compliance with its statutory duties of inspection and notification of defects (Sections 377 and 381 Commercial Code (HGB) and/or Art. 38 and 39 CISG). Obvious defects, and defects that were visible on inspection of the goods immediately following delivery, must be reported by the Customer, in writing, without delay. The Customer must notify F&K, in writing, of any hidden defects, without delay, upon discovery. Without delay means that notification is received by F&K within 7 working days. If the Customer fails to effect a proper inspection and/or notification of defects, liability for the defects on the part of F&K shall be excluded. The Customer must describe the defect(s) in its notification.

2. F&K warrants that the Products will conform to the specifications at the time of delivery and will be free from material defects for a period of 12 months from the date of delivery.

3. The warranty does not cover damages resulting from misuse, improper installation, inadequate maintenance, or any alterations made by the Customer without F&K’s written approval.

4. In the case of defective goods, F&K may choose whether to effect subsequent performance either by way of rectification of the defect or by way of the delivery of a defect-free item.

5. Where notification of defects is unjustified, F&K shall be entitled to claim compensation for the costs incurred unless it was not possible for the Customer to identify the lack of defectiveness.

6. There are no rights to claim under warranty for normal wear and tear or for defects arising after the transfer of risk as a result of improper handling, storage, or care or due to overloading or overuse.

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XI. Limitation of Liability

1. F&K’s liability for any claim arising from the sale, delivery, or use of the Products shall not exceed the purchase price paid for the Products.

2. F&K shall not be liable for any indirect, incidental, or consequential damages, including but not limited to lost profits, downtime, or loss of business opportunities.

3. F&K shall be liable without limitation—irrespective of the legal basis—in case of death, physical injury, or damage to health. The same applies to intent and gross negligence, breach of a guarantee, the fraudulent concealment of defects, and mandatory liability for product defects (particularly under the Product Liability Act).

4. F&K shall be liable for simple negligence—subject to para. 3—only in the case of the breach of material conditions. Material conditions are those which must be fulfilled in order for the contract to be properly implemented and which the Customer generally expects, and is entitled to expect, will be fulfilled. In the case of a breach of such conditions, F&K’s liability is limited to compensation for foreseeable and customary loss.

5. The Customer can only rescind the contract due to a breach that is not related to a defect if and insofar as F&K is responsible for the breach.

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XII. Force Majeure

F&K is not liable for delays or failure to perform due to circumstances beyond its reasonable control, including but not limited to natural disasters, government actions, strikes, or transportation disruptions.

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XIII. Governing Law and Jurisdiction

1. The contractual relationship between the Customer and F&K shall be governed by the law of the Federal Republic of Germany.

2. Where, as regards international transactions, the United Nations Convention on Contracts for the International Sale of Goods (CISG) applies, issues relating to matters that are not covered by the Convention shall be regulated under the law of the Federal Republic of Germany. This does not apply to provisions relating to the supplier’s recourse under Sections 478 and 479 German Civil Code (BGB) which have no application in international trade.

3. The exclusive place of jurisdiction—including international jurisdiction—for all claims arising under the business relationship shall be the location of F&K’s registered office. F&K is, however, entitled, in all cases, to bring proceedings in the place of performance or in the court with general jurisdiction over the Customer.

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XIV. Confidentiality

All technical information, drawings, designs, and intellectual property shared by F&K with the Customer remain the property of F&K and must be kept confidential by the Customer.

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XV. Intellectual Property

The sale of the Products does not grant the Customer any rights to F&K’s intellectual property, trademarks, or patents.

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XVI. Modifications and Waiver

F&K reserves the right to amend these Terms and Conditions at any time without prior notice. No waiver of any term or condition shall be effective unless agreed to in writing by both parties.

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XVII. Severability

If any provision of this Agreement is found to be unenforceable, it shall not affect the validity or enforceability of the remaining provisions.

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