General Terms and Conditions of Sale for Business Transactions of the dübro Group

(As of 15 December 2025)

1. Scope of Application
1.1 These General Terms and Conditions of Sale („GTCS“) apply to all business relationships of dübro or companies of the dübro Group with our customers („Customer“). The GTCS shall only apply if the Customer is an entrepreneur within the meaning of Sect. 14 of the German Civil Code (Bürgerliches Gesetzbuch – „BGB“), a legal entity under public law or a special fund under public law within the meaning of Sect. 310 para. 1 BGB.
1.2 Our GTCS apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the Customer („GTC“) shall only become part of the contract if and to the extent that we have expressly agreed to their applicability. This requirement of express consent shall also apply if the Customer refers to its GTC in the context of the order and we do not expressly object to such GTC.
1.3 These GTCS apply to contracts for the sale and/or delivery of movable goods („Goods“). It is inconsequential whether the Goods are manufactured by us or purchased from suppliers (Sects. 433, 650 BGB). Unless otherwise agreed, the GTCS in the version valid at the time of the Customer’s order or in the last text form version communicated to the Customer shall also apply as a framework agreement to similar future contracts, without any need for us, as seller, to refer to them again in each individual case.
1.4 Individual agreements made with the Customer in a specific case (including collateral agreements, additions and amendments) and the information contained in our order confirmation shall take precedence over these GTCS. Subject to evidence to the contrary, the content of such agreements shall be determined by a written contract and/or our written confirmation.
1.5 Legally relevant declarations and notifications by the Customer in relation to the contract (e.g. notices of defects, setting of time limits, rescission or reduction) must be made in writing (for the purposes hereof and hereinafter: in written or text form) (e.g. letter, e-mail). More stringent statutory form requirements and further evidence (where appropriate in case of doubt as to the authority of the person making the declaration) remain unaffected.
1.6 Any references to the applicability of statutory provisions are for clarification purposes only. The statutory provisions shall apply even without such clarification, unless and to the extent that they are modified or excluded by individual contractual agreement or by these GTCS.

2. Offer and Conclusion of Contract
2.1 Our offers are subject to change and non-binding. This applies even if we have provided the Customer with catalogues, technical documentation (e.g. drawings, plans, calculations, costings, references to DIN standards) or other product descriptions or documents (including in electronic form). We reserve title and copyrights to all documents supplied to the Customer in connection with placing the order. Such documents may not be made accessible to third parties unless we have given the Customer our express prior written consent.
2.2 The Customer’s order for the Goods constitutes a non-binding offer to conclude a contract within the meaning of Sect. 145 BGB. Unless otherwise stated in the order, we are entitled to accept this offer to conclude a contract within two weeks of its receipt by us.
2.3 Acceptance of the Customer’s offer may be declared either in writing (e.g. by an order confirmation) or by delivery of the Goods to the Customer. If we, as seller, do not accept the Customer’s offer within the period set out in Clause 2.2, any documents transmitted to the Customer shall be returned to us without undue delay.
2.4 The Customer is hereby informed and acknowledges that, in accordance with Council Regulation (EU) No. 833/2014 and Council Regulation (EU) No. 765/2006, any direct or indirect export, sale, resale, transfer or other supply of the goods to the Russian Federation or to the Republic of Belarus is strictly prohibited, and that any relocation or shipment of the goods to these territories must be effectively excluded.

3. Prices and Terms of Payment
3.1 Unless otherwise agreed in writing in an individual case, our prices current at the time of conclusion of the contract shall apply ex works/warehouse, plus statutory value added tax. Packaging costs shall be invoiced separately. If no fixed price has been agreed, reasonable price adjustments due to changes in labour, material and distribution costs shall remain reserved for deliveries made three months or more after conclusion of the contract.
3.2 In the case of a sale by dispatch, the Customer shall bear the transport costs ex works and the costs of any transport insurance requested by the Customer. If we do not invoice the actual transport costs incurred in an individual case, we shall charge a reasonable flat-rate for transport costs (excluding transport insurance). Any customs duties, fees, taxes and other public charges shall be borne by the Customer.
3.3 Payment of the purchase price shall be made exclusively to the account designated by us from time to time. Any cash discount deduction shall only be permitted on the basis of a separate written agreement.
3.4 Unless otherwise agreed, the purchase price shall be due and payable within ten days of the invoice date and delivery or acceptance of the Goods. However, even in the context of an ongoing business relationship, we shall be entitled at any time to make a delivery in whole or in part only against advance payment. Any such reservation shall be declared at the latest in our order confirmation.
3.5 The Customer shall be in default upon expiry of the above payment period. During default, the purchase price shall bear interest at the applicable statutory default interest rate for commercial transactions pursuant to Sect. 288 para. 2 BGB, i.e. nine percentage points above the applicable base rate. We reserve the right to assert further default damages. In relation to merchants, our right to claim commercial default interest pursuant to Sect. 353 of the German Commercial Code (Handelsgesetzbuch – „HGB“) remains unaffected.
3.6 If, after conclusion of the contract, it becomes apparent that our claim to payment of the purchase price is jeopardised due to the Customer’s lack of ability to perform (e.g. as a result of an application to open insolvency proceedings), we shall be entitled, in accordance with the statutory provisions, to refuse performance and, if applicable after setting a deadline, to withdraw from the contract (Sect. 321 BGB). In the case of contracts for the manufacture of non-fungible items (custom-made products), we may declare withdrawal immediately. Statutory provisions on the dispensability of setting a deadline remain unaffected.

4. Rights of Retention
The Customer shall only be entitled to withhold payments or other own performance or to set off counterclaims to the extent that its rights of retention or its counterclaims are undisputed, have been finally adjudicated or are ready for decision in the Customer’s favour. The defence of non-performance of the contract remains available to the Customer. In the event that defects occur in the course of delivery, the Customer’s counter-rights, in particular pursuant to Clause 8.6 sentence 5 of these GTCS, remain unaffected.

5. Delivery Period and Delay in Delivery
5.1 The delivery/performance period results from the individual agreements. It shall only be binding as a fixed date if expressly agreed as such. Compliance with the delivery/performance period by us presupposes that all commercial and technical contractual details between the parties have been finally clarified and that the Customer has fulfilled all obligations incumbent on it, such as special cooperation duties, provision of materials or advance payments. If this is not the case, the delivery/performance period shall be extended accordingly. If subsequent changes to the scope of delivery/performance become necessary or are requested by the Customer, the delivery/performance period shall also be extended accordingly.
5.2 Call-off orders must be accepted within one year.
5.3 To the extent that a delay in delivery/performance is due to unforeseeable circumstances for which we are not responsible, we shall not be liable for the delay; the delivery/performance period shall be extended accordingly. The same shall apply in the event of defective or delayed self-supply, provided that we have made a congruent covering transaction and are not at fault for the defective or delayed self-supply. We shall inform the Customer of the beginning and end of such circumstances as soon as reasonably possible.
5.4 If unforeseeable circumstances for which we are not responsible within the meaning of the preceding paragraph make the performance of the contract unreasonably difficult for us for an unforeseeable or contract-frustrating period and the obstacle to performance cannot be overcome by us with reasonable efforts, we shall be entitled to withdraw from the contract. In such cases, we are obliged to inform the Customer without undue delay of the circumstances obstructing performance and, after exercising the right of withdrawal, to refund without undue delay any consideration already received from the Customer. Any claims of the Customer beyond the refund are excluded.
5.5 Whether we, as seller, are in delay of delivery shall otherwise be determined in accordance with the statutory provisions. A prerequisite for any delay in delivery on our part is a reminder from the Customer.

6. Delivery, Transfer of Risk, Acceptance, Default of Acceptance
6.1 Delivery is made ex works. The factory is also the place of performance for delivery and for any subsequent performance. If the Customer requests shipment of the Goods to another destination (sale by dispatch), it shall bear the costs of shipment. If nothing else is agreed, we may determine the type of shipment ourselves (in particular packaging, shipping route, carrier).
6.2 The risk of accidental loss and accidental deterioration of the Goods shall pass to the Customer upon handover of the Goods to the Customer. In the case of a sale by dispatch, the risk of accidental loss, accidental deterioration and the risk of delay shall pass to the Customer upon delivery of the Goods to the carrier or freight forwarder. If acceptance of the Goods has been contractually agreed, such acceptance shall be decisive for the transfer of risk. Further statutory provisions of the law on contracts for work and services remain unaffected. Handover or acceptance shall be deemed to have occurred if the Customer is in default of acceptance.
6.3 If the Customer is in default of acceptance or if our delivery is delayed for other reasons attributable to the Customer, we shall be entitled to claim compensation for the damage incurred, including additional expenses (e.g. storage costs). In such case, we shall charge the Customer a lump-sum compensation in the amount of 0.5% of the net price (contract value) for each completed week of delay (starting from the delivery date or, if no delivery date has been agreed, from the date of notification of readiness for dispatch), but not exceeding a total of 5% of the contract value. Our statutory rights (reimbursement of additional expenses, reasonable compensation, termination) and the right to prove higher damages remain unaffected.
6.4 The proof of higher damages and our statutory claims (in particular reimbursement of additional expenses, reasonable compensation, termination) remain unaffected; however, the lump sum shall be set off against further monetary claims. The Customer retains the right to demonstrate that no damage at all or substantially lower damage than the above lump sum has been incurred.

7. Retention of Title
7.1 We retain title to the object of the purchase contract, contract for work and materials or contract for work until full settlement of all payment obligations – including any additionally owed ancillary services – arising from the respective contract and from an ongoing business relationship („Secured Claims“).
7.2 Prior to full payment of the Secured Claims, Goods subject to retention of title may neither be pledged to third parties nor transferred by way of security. The Customer shall notify us in writing without undue delay if an application is filed to open insolvency proceedings or if third parties (e.g. by way of attachment) seize the Goods belonging to us. If the third party is not in a position to reimburse us for the judicial and extrajudicial costs of an action pursuant to Sect. 771 of the German Code of Civil Procedure (Zivilprozessordnung – „ZPO“), the Customer shall be liable for the loss we incur.
7.3 In the event of any conduct by the Customer in breach of contract, in particular if the due purchase price is not paid, we are entitled, in accordance with the statutory provisions, to withdraw from the contract and/or to demand surrender of the Goods on the basis of the retention of title. The demand for surrender does not at the same time include a declaration of withdrawal; rather, we are entitled to demand only surrender of the Goods and to reserve the right of withdrawal. If the Customer does not pay the due purchase price, we must have set the Customer a reasonable deadline for payment without result before asserting these rights. This shall apply only to the extent that such setting of a deadline is not dispensable under the statutory provisions.

7.4 The Customer is authorised, until revoked in accordance with Clause 7.4(c), to resell and/or process the Goods subject to retention of title in the ordinary course of business. In this case, the following provisions shall apply in addition:
a) Any products arising from the combination, mixing or processing of our Goods shall be subject to retention of title to their full value, and we shall be deemed to be the manufacturer. If, in the event of combination, mixing or processing with third-party goods, such third party’s property rights remain, we shall acquire co-ownership in proportion to the invoice values of the combined, mixed or processed goods. In all other respects, the same shall apply to the resulting product as to the Goods delivered under retention of title. The Customer hereby assigns to us, also for security purposes, any claims accruing to it against a third party as a result of the combination of the Goods subject to retention of title with a plot of land. We hereby accept such assignment.
b) The Customer hereby assigns to us, now and in advance, all claims arising from the resale of the Goods or the product to third parties, in total or in the amount of our possible co-ownership share pursuant to Clause 7.4(a), up to the amount of the final invoice amount agreed with us (including value added tax), as security. We hereby accept this assignment. The obligations of the Customer set out in Clause 7.2 shall also apply with regard to the assigned claims.
c) The Customer shall remain authorised, alongside us, to collect the claims. So long as the Customer fulfils its payment obligations towards us, no deficiency in its ability to perform exists and we do not assert the retention of title by exercising any right pursuant to Clause 7.3, we undertake not to collect the claims. If we assert any right pursuant to Clause 7.3, we may require the Customer to disclose the assigned claims and their debtors, to provide all information necessary for collection, to hand over the relevant documents and to notify the debtors (third parties) of the assignment. In addition, we are entitled to revoke the Customer’s authority to resell and to process the Goods subject to retention of title.
d) If the realisable value of the securities exceeds our claims by more than 20%, we shall release securities of our choice at the Customer’s request.
7.5 As long as title has not yet passed to the Customer, the Customer is obliged to handle the purchased item with due care. In particular, the Customer is obliged, at its own expense, to insure the Goods adequately at replacement value against theft, fire and water damage (note: only permissible in the case of sale of high-value goods). Where maintenance and inspection work is required, the Customer must carry this out in good time at its own expense.

8. Customer’s Claims for Defects
8.1 The Customer’s rights in the event of material or legal defects (including incorrect or short delivery and improper assembly/installation or defective instructions) shall be governed by the statutory provisions, unless otherwise provided below. The statutory provisions on consumer sales (Sects. 474 et seq. BGB) and the Customer’s rights under separately granted guarantees, in particular by the manufacturer, remain unaffected.
8.2 Agreements with the Customer regarding the quality and the intended use of the Goods (including accessories and instructions) generally form the basis of our liability for defects under warranty. An agreement on quality includes all product descriptions and manufacturer’s statements that form part of the individual contract or were publicly disclosed by us (in particular in catalogues or on our website) at the time of conclusion of the contract. If no quality has been agreed, it shall be determined in accordance with Sect. 434 para. 3 BGB whether a defect exists. Specific characteristics shall only be deemed to have been warranted by us if expressly confirmed by us in writing. A guarantee shall only be deemed to have been assumed by us if we have described a characteristic in writing as „guaranteed“.
8.3 In the case of Goods with digital elements or other digital content, our obligation to provide and update the digital content shall exist only to the extent expressly agreed in a quality agreement pursuant to Clause 8.2.
8.4 We shall not be liable for defects that the Customer is aware of at the time of conclusion of the contract or is grossly negligent in not being aware of, pursuant to Sect. 442 BGB.
8.5 The Customer’s claims for defects shall only exist if the Customer has complied with its statutory duties to inspect and give notice of defects (Sects. 377, 381 HGB). If the Goods are building materials or other goods intended for incorporation into or further processing in a building, inspection must take place immediately before processing. Written notice must be given to us without undue delay if a defect becomes apparent during delivery, inspection or at a later point in time. Obvious defects must be notified in writing within eight days of delivery, and hidden defects within the same period after discovery of the defect. If the Customer fails to duly comply with its duty to inspect and/or give notice of defects, our liability for the defect not notified, not notified in time or not notified properly shall be excluded in accordance with the statutory provisions. If the Goods were intended to be incorporated, attached or installed, this shall also apply if the defect became apparent only after such processing due to non-compliance or breach of these duties. In such cases, the Customer shall have no claims for reimbursement of „removal and installation costs“.
8.6 If the delivered Goods are defective, we, as seller, have the right to choose whether to provide subsequent performance by remedying the defect (rectification) or by delivering Goods free of defects (replacement). If the type of subsequent performance chosen by us is unreasonable for the Customer in an individual case, the Customer may refuse it. However, we reserve the right to refuse subsequent performance under the statutory requirements. Furthermore, we may make subsequent performance conditional upon the Customer paying the due purchase price. The Customer shall, however, be entitled to retain a reasonable portion of the purchase price in proportion to the defect.
8.7 The Customer must grant us the necessary time and opportunity to provide the subsequent performance. In particular, the Customer must hand over to us the item for which it has asserted a defect for inspection purposes. If we deliver a replacement item free of defects, the Customer must return the defective item to us in accordance with the statutory provisions. However, the Customer shall not have any independent claim to return.
8.8 Unless we have contractually undertaken to do so, subsequent performance shall not include dismantling, removal or de-installation of the defective item, nor installation, attachment or installation of a defect-free item. The Customer’s claims for reimbursement of „removal and installation costs“ remain unaffected.
8.9 We shall reimburse the expenses necessary for inspection and subsequent performance (transport, labour and material costs and, where appropriate, removal and installation costs) in accordance with the statutory provisions and these GTCS if a defect is actually present. However, we may demand reimbursement from the Customer for costs incurred due to an unjustified request for rectification if the Customer knew or could have known that there was in fact no defect.
8.10 The Customer shall be entitled to remedy the defect itself and demand reimbursement of the objectively necessary expenses for such remedy if there is an urgent case (e.g. in the event of danger to operational safety or to avert disproportionate damage). The Customer must inform us without undue delay in the event of self-remedy. In this respect, the Customer shall not be deemed our vicarious agent. We shall only be liable for the consequences of self-remedy to the extent that the Customer has acted in accordance with our instructions. We shall reimburse the Customer for the costs of self-remedy up to the amount of the expenses that we would have had to bear if the Customer had not carried out the self-remedy. If we would be entitled to refuse subsequent performance under the statutory provisions, the Customer shall have no right to self-remedy.
8.11 The Customer may withdraw from the purchase contract or reduce the purchase price in accordance with the statutory provisions if a period to be set by the Customer for subsequent performance has expired unsuccessfully or is dispensable in accordance with the statutory provisions. In the event of an insignificant defect, however, the Customer shall have no right of withdrawal.
8.12 The Customer’s claims for reimbursement of expenses pursuant to Sect. 445a para. 1 BGB are excluded unless the last contract in the supply chain is a consumer sale (Sects. 478, 474 BGB) or a consumer contract for the provision of digital products (Sect. 445c sentence 2, Sect. 327 para. 5, Sect. 327u BGB).
8.13 Claims for damages or reimbursement of futile expenses by the Customer (Sect. 284 BGB) shall exist, even in the event of a defect, only in accordance with Sections 9 and 10 below.

9. Limitation Period
9.1 By way of derogation from Sect. 438 para. 1 no. 3 BGB, the general limitation period for claims arising from material or legal defects shall be one year from delivery. If acceptance has been contractually agreed, the limitation period shall commence upon acceptance.
9.2 The limitation period shall be five years from delivery, in accordance with the statutory provision (Sect. 438 para. 1 no. 2 BGB), if the Goods are a building or an item which has been used for a building in accordance with its customary use and has caused the defectiveness of the building (building material). This is without prejudice to further statutory special regulations on limitation (in particular Sect. 438 para. 1 no. 1, para. 3, Sects. 444, 445b BGB).
9.3 The above limitation periods under sales law shall also apply to contractual and non-contractual claims for damages by the Customer based on a defect in the Goods, unless the application of the regular statutory limitation period (Sects. 195, 199 BGB) leads to a shorter limitation period in an individual case. Claims for damages by the Customer pursuant to Sections 10.1 and 10.2(a) and under the German Product Liability Act (Produkthaftungsgesetz – „ProdHaftG”) shall become time-barred exclusively in accordance with the statutory limitation periods.

10. Other Liability
10.1 We, as seller, shall be liable for breaches of contractual and non-contractual obligations in accordance with the statutory provisions, unless otherwise provided in these GTCS, including the provisions below.
10.2 Within the scope of fault-based liability, we shall be liable, regardless of the legal ground, for damages only in the event of intent and gross negligence. In the event of simple negligence, we shall, subject to statutory limitations of liability (e.g. care in one’s own affairs; insignificant breach of duty), be liable only:
a) for damages resulting from injury to life, body or health, and
b) for damages resulting from the breach of an essential contractual obligation (obligations the fulfilment of which is a prerequisite for proper performance of the contract and on the observance of which the contractual partner relies and may rely). In such cases, our liability shall be limited to compensation for the foreseeable damage typical for the contract.
10.3 The limitations of liability resulting from Clause 10.2 shall also apply in favour of third parties and in the event of breaches of duty by persons whose fault we are responsible for in accordance with the statutory provisions. The limitations of liability shall not apply if a defect has been fraudulently concealed or if a guarantee for the quality of the Goods has been assumed. The same shall apply to the Customer’s claims under the Product Liability Act.
10.4 The Customer may withdraw from or terminate the contract due to a breach of duty that does not consist of a defect only if we, as seller, are responsible for such breach of duty.
10.5 The Customer’s right of termination (in particular pursuant to Sects. 650, 648 BGB) is excluded. In all other respects, the statutory requirements and legal consequences shall apply.

11. Final Provisions
11.1 These GTCS and the contractual relationship between us, as seller, and the Customer shall be governed by the law of the Federal Republic of Germany, to the exclusion of international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods („CISG”).
11.2 If the Customer is a merchant within the meaning of the HGB, a legal entity under public law or a special fund under public law, the courts at our registered office in Dornhan shall have exclusive – including international – jurisdiction over all disputes arising directly or indirectly from the contractual relationship. The same shall apply if the Customer is an entrepreneur within the meaning of Sect. 14 BGB.
11.3 In addition, we shall be entitled to bring an action at the place of performance of the delivery obligation in accordance with these GTCS or a prior individual agreement or at the Customer’s general place of jurisdiction. Mandatory statutory provisions on exclusive places of jurisdiction shall remain unaffected.
11.4 If a provision of this agreement is or becomes legally invalid or if there is any gap that needs to be filled, the validity of the remainder of the GTCS shall not be affected thereby.
11.5 Amendments, additions, and changes to these GTCS shall require written form.
11.6 These GTCS are written in German and English Language. In the event of any discrepancy the German-Language version shall prevail.

dübro Werkzeug GmbH
Gutenbergstrasse 16
72175 Dormhan