TERMS AND CONDITIONS

GENERAL CONDITIONS OF PURCHASE

§1 General Terms and Conditions

The legal relationship between the supplier and Glitzeglanz GmbH, Uedem (hereinafter referred to as the purchaser) is governed by these present terms and conditions and any other agreements. Modifications and amendments require the written form. Deviations to these general terms and conditions shall only apply if the purchaser has expressly accepted them.

§2 Purchase Orders

(1) Supplier contracts (orders and acceptance) and release orders as well as modifications require the written form, delivery releases may also be submitted by electronic data transmission.

(2) The purchaser is not bound by the order if the supplier has not confirmed acceptance of the order (confirmation) and / or release orders in writing within two weeks of receipt. A subsequent order acceptance shall be considered as a new order and requires the purchaser’s written acceptance.

(3) The purchaser is entitled to request modifications concerning the construction and design of the delivered items. The effects thereof, particularly with regard to additional or reduced costs and to delivery dates, shall be mutually resolved in an appropriate manner.

(4) If delivery of a sample is agreed, the purchase agreement is, in the absence of a deviating agreement, subject to the suspensive condition of obtaining sample approval (Trial purchase, § 454 BGB German Civil Code).

(5) Every deviation from an approved sample requires the purchaser’s prior written consent, which the supplier shall request with the submission of a new sample. This also applies for deviations in release logs.

§3 Payment

(1) Payment will be made in accordance with the agreed terms of payment.

(2) Payment is to be made by bank transfer. Discrepancies shall be reported to the purchaser without delay.

(3) In the event of faulty delivery, the purchaser is entitled to withhold payment in proportion to the value until the order has been properly fulfilled.

(4) The supplier shall not be entitled to assign his receivables to third parties or to have such receivables collected by third parties without the prior written consent of the purchaser, which may not be refused without good reason. The purchaser may however, effect payment to the supplier or the third party, effectively discharging the obligation.

§4 Prices and Terms of Payment

(1) The price indicated in the order is binding. Unless otherwise agreed in writing the price includes delivery and transport to the delivery address specified in the order, as well as the packaging materials.

(2) The agreed price shall be due for payment within 30 calendar days following complete delivery, performance and receipt of a properly drawn

up invoice. If the purchaser pays within 14 calendar days, a 3% discount shall be granted on the net invoiced amount.

§5 Notice of Defects

The purchaser shall notify the supplier immediately in writing about any deficiencies of a shipment as soon as they are discovered during the ordinary course of business. In this respect, the supplier shall waive the claim of late notice of deficiencies.

§6 Confidentiality Clause

(1) The contracting parties commit themselves to treat all commercial and technical details, which become known to them through business connections, as strictly confidential trade secrets.

(2) Drawings, models, recipes, samples and similar items shall not be placed at the disposal of, or otherwise made accessible to unauthorized third parties. The reproduction of such items shall only be permitted within the scope of operational requirements and the copyright stipulations.

(3) The supplier shall not be entitled, without written consent, to have third parties (e.g. subcontractors) carry out his services. Involvement of aforementioned subcontractors is therefore indicative and subject to approval.

(4) Approved subcontractors are to be subjected to non-disclosure in accordance to §6 (2).

(5) The contracting parties may only advertise their commercial

relationship with prior written consent.

(6) In case the business relationship results new products or products which result in a registration of intellectual property rights, the supplier undertakes not to use the mutually communicated information without the expressly written consent of the purchaser.

§7 Delivery Dates and Deadlines/Shipping Provisions

Stipulated deadlines and periods are binding. Decisive for the delivery deadline or the delivery period adherence is the receipt of the goods by the purchaser. The supplier shall be obliged to punctually supply the merchandise, taking into consideration the time required for loading and shipping. Deliveries are to be completed according to the purchaser’s instructions. INCOTERMS 2020 shall apply for all commercial terms. Unless otherwise stipulated, all orders made by the purchaser observe the delivery condition “Carriage Insurance Paid”. The associated regulations for transfer of risk apply.

§8 Packaging

Upon purchaser’s request, the return of packing material as originally received shall be at the supplier’s expense.

§9 Delayed Delivery

(1) The supplier shall be liable for damages caused by delayed deliveries and obligated to reimburse 0.5% of the value of the contract per started week, however no more than 5% of the contract value. The same applies for lost profits and damages resulting from business interruption.

(2) In the event of minor negligence, the compensation shall be limited to

additional freight charges and, after failure to comply with an extended deadline or if the interest in the delivery has ceased, additional expenditure for the purchase of goods in replacement.

§10 Quality and Documentation

(1) Concerning the deliveries, the supplier is obligated to comply with the latest standards of engineering, safety regulations, applicable laws pertaining the provision of services, and adhere to the stipulated technical specifications. Changes to the delivered merchandise require the purchaser’s prior written consent.

The initial sample inspection shall be governed by the VDA publication, “quality assurance of delivery – supplier selection / production process and product approval / quality performance of a series / declaration of substances”.

The purchaser reserves the right to request samples free of charge prior to series delivery. Series delivery may begin only once the purchaser has approved the samples. The supplier shall continually monitor the quality of the goods to be delivered.

(2) In the event the nature and extent of testing, as well as the instruments and testing methods are not agreed between supplier and purchaser, the purchaser shall, if the supplier so desires, be willing within his scope of knowledge, experience and capabilities to ascertain the required level of testing techniques in the case being considered. Furthermore, the purchaser shall inform the supplier, upon request, about the applicable safety regulations.

(3) In the event authorities, responsible for the safety of the products should request inspection of the supplier’s manufacturing process and disclosure of test records for purposes of verification of certain requirements, the supplier shall, upon request of the purchaser, concede to such authorities the rights which they have with regard to the purchaser and provide them with the support which may reasonably be expected.

(4) The supplier must fully comply with the environmental requirements of

German and European law. The supplier shall compensate the purchaser for any and all damages and expenses (including legal fees) and for all claims by a third party arising through the supplier’s breach of the afore mentioned environmental regulations.

§11 Liability/Defect Warranty

(1) If the delivered items are defective, the purchaser will be entitled to claims in accordance with the statutory provisions, unless the following conditions provide otherwise. In the event operational safety is at risk, or danger of excessively serious damage exists, or maintaining delivery with regard to the purchaser toward the supplier is at risk, we may perform any reworking ourselves or have this carried out by third parties after notifying the supplier.

Any costs incurred in this respect shall be borne by the supplier. The supplier shall be liable for all direct or indirect damages and expenses incurred by the purchaser as a result of defects of the supplied goods. The supplier shall also be liable for the expenses for inspection of incoming goods exceeding the customary scope, provided at least a part of the delivery was found to be defective. This also applies to a partial or full inspection of the delivery received by the purchaser or his customers. Provided the supplier utilizes third parties to carry out a performance, the supplier will be held liable for these in the same manner as for his own agents.

(2) The supplier shall also reimburse expenses incurred by customers of the purchaser or the purchaser himself in situations leading up to or arising in connection with liability situations from damage prevention measures, avoiding or mitigating damages (e.g. recalls).

(3) The supplier shall reimburse expenses incurred by the purchaser toward his customer, for which the purchaser is legally held liable and are attributable to defects in the supplier’s delivered products.

(4) Provided the law does not mandate otherwise, the supplier shall be held liable for defects that arise within 24 months of the receipt date of the supplier’s delivery or of the date of acceptance, provided such is legally required or contractually agreed. In the event of subsequent performance, this period is extended for the time during which the delivered items cannot be used as stipulated in the contract. The same deadlines apply for subsequent performance. The term of limitation for claims arising from defects shall take effect two months, at the earliest, after the claims of the final customer have been fulfilled. This suspension of expiration shall terminate no later than 2 years after delivery to the purchaser.

(5) For the duration of the contractual relationship, the supplier is obligated to maintain an adequate insurance coverage in which all possible risks are taken into consideration as per § 11 Liability/ Defect Warranty. Proof of this is to be furnished upon our request.

§12 Proprietary Rights

(1) The supplier is liable for claims arising during due contractual use of the delivered products as a result of an infringement of proprietary rights and property right registrations (patents).

(2) The supplier shall exempt the purchaser and their customers from any claims arising from the use of such proprietary rights.

(3) The contractual partners are obliged to immediately inform one another of any risks of infringement and alleged cases of infringement that become known and to give each other the opportunity to counteract corresponding claims amicably.

(4) The supplier shall, upon the purchaser’s request disclose the use of published and internal published proprietary rights – of its own or licensed – in the goods.

§13 Utilization of Production Resources and Confidential Specifications of the Purchaser

Models, matrices, templates, samples, tools and other production resources, as well as confidential information provided to the supplier by the purchaser or fully paid by the latter, may only be used for supply to third parties with prior written consent of the purchaser.

§14 Final Provisions

(1) Should any provisions in these terms and conditions or in any additional agreements reached be or become invalid, this shall not affect the validity of the terms and conditions in other respects. Both parties are obligated to substitute an ineffective regulation for an effective regulation, which is similar in its economic outcome.

(2) The law of the Federal Republic of Germany shall exclusively apply, provided no contrary agreements have been met. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.

(3) Place of performance shall be the location of the purchaser. Other arrangements can be made for the delivery.

(4) Place of jurisdiction is the purchaser’s place of business.

(5) For multilingual contracts, the contractual interpretation is in German.

GENERAL CONDITIONS OF SALE

§ 1 Applicability

(1) These sales conditions apply exclusively between the Glitzeglanz GmbH, Uedem and to entrepreneurs, legal entities under public law or special funds under public law within the meaning of § 310 paragraph (1) BGB. We only accept conditions of the customer that conflict with or deviate from our sales conditions if we expressly agree to their validity in writing.

(2) These conditions of sale also apply to all future business with the customer, insofar as it concerns legal transactions of a related nature.

(3) In individual cases, individual agreements made with the buyer (including side agreements, additions and changes) always take precedence over these sales conditions. Subject to evidence to the contrary, a written contract or our written confirmation is decisive for the content of such agreements.

§ 2 offer and conclusion of contract

If an order is to be regarded as an offer according to § 145 BGB, we can accept it within two weeks.

§ 3 Submitted Documents

On all documents provided to the purchaser in connection with the placing of the order - also in electronic form - such as e.g. calculations, drawings, etc., we reserve ownership and copyrights. These documents may not be made accessible to third parties, unless we give the customer our express written consent.

§ 4 prices and payment

(1) Unless otherwise agreed in writing, our prices apply ex works (exw, INCOTERM 2020) excluding packaging and plus VAT at the applicable rate. Packaging costs will be charged seperately.

(2) Payment of the purchase price must only be made to the following bank account. Deduction of discount is not allowed.

Glitzeglanz GmbH

Sparkasse Rhein-Maas

SWIFT (BIC): WELADED1KLE

IBAN DE90 3245 0000 0030 0425 43

(3) Unless otherwise agreed, the purchase price must be paid within 7 days after receipt of order confirmation. Default interest is charged at 8% above the respective base rate per annum (§ 247 paragraph 2 BGB). The enforcement of a higher damage caused by default remains reserved.

(4) Unless a fixed price agreement has been made, reasonable price changes due to changed wage, material and distribution costs for deliveries that are made 3 months or later after the conclusion of the contract are reserved.

§ 5 rights of retention

The purchaser is only authorized to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.

§ 6 delivery time

(1) The beginning of the delivery time stated by us presupposes the timely and proper fulfillment of the obligations of the purchaser. The exception of the unfulfilled contract remains reserved.

(2) If the customer defaults on acceptance or culpably violates other duties to cooperate, we are entitled to demand compensation for the damage we incur, including any additional expenses. Further claims remain reserved. If the above conditions are met, the risk of accidental loss or accidental deterioration of the purchase item passes to the customer at the point in time when the customer is in default of acceptance or default of the debtor.

(3) There is no liability in the event of a delay in delivery which we have not caused intentionally or through gross negligence.

(4) Further legal claims and rights of the customer due to a delay in delivery are excluded.

§ 7 Passing of Risk on Dispatch

If the goods are sent to the purchaser at his request, the risk of accidental loss or accidental deterioration of the goods passes to the purchaser upon dispatch, at the latest when leaving the factory / warehouse. This applies regardless of whether the goods are dispatched from the place of performance or who bears the freight costs.

§ 8 Retention of title

(1) We reserve ownership of the delivered goods until full payment of all claims from the delivery contract. This also applies to all future deliveries, even if we do not always refer to them expressly.

(2) As long as ownership has not yet been transferred, the purchaser must notify us immediately in writing if the delivered item is attached or subject to other third party intervention. If the third party is unable to reimburse us for the judicial and extrajudicial costs of a lawsuit in accordance with § 771 ZPO, the purchaser is liable for the loss we incurred.

(3) The purchaser is entitled to resell the reserved goods in normal business transactions. The purchaser hereby assigns the claims against his customer from the resale of the reserved goods to us in the amount of the final invoice amount agreed with us (including VAT). This assignment applies regardless of whether the purchased item was resold without or after processing. The purchaser remains authorized to collect the claim even after the assignment. Our authority to collect the claim ourselves remains unaffected. However, we will not collect the claim as long as the purchaser meets his payment obligations from the proceeds received, is not in arrears with payment and, in particular, there is no application to open insolvency proceedings or payment is suspended.

§ 9 warranty and notice of defects as well

Recourse / manufacturer recourse

(1) Warranty rights of the purchaser require that the purchaser has properly complied with his inspection and notification obligations owed pursuant to § 377 HGB.

(2) Warranty claims expire 12 months after delivery of the goods supplied by us to the purchaser. The statutory limitation period applies to claims for damages in the event of intent and gross negligence, as well as in the case of injury to life, limb and health, which are based on an intentional or negligent breach of duty by the user.

(3) If, despite all due care, the delivered goods have a defect that already existed at the time of transfer of risk, we will, subject to timely notification of the defect, either repair the goods or deliver replacement goods. We are always given the opportunity to remedy the defect within a reasonable period.

(4) If the supplementary performance fails, the customer can withdraw from the contract or reduce the remuneration. The customer grants us two attempts at supplementary performance.

(5) Claims for defects do not exist if there is only an insignificant deviation from the agreed quality, if there is only an insignificant impairment of usability, natural wear and tear or damage such as damage that occurs after the transfer of risk due to incorrect or negligent handling, excessive use or due to special external influences, that are not required under the contract. If repair work or changes are carried out improperly by the purchaser or a third party, there are also no claims for defects for these and the resulting consequences.

(6) The purchaser's right of recourse against us only exists insofar as the purchaser has not made any agreements with his customer that go beyond the statutory warranty claims. Paragraph 6 also applies accordingly to the extent of the customer's right of recourse against the supplier.

§10 Confidentiality Clause

(1) The contracting parties commit themselves to treat all commercial and technical details, which become known to them through business connections, as strictly confidential trade secrets.

(3) In case the business relationship results new products or products which result in a registration of intellectual property rights, the purchaser undertakes not to use the mutually communicated information without the expressly written consent of the supplier.

§ 11 Miscellaneous

(1) This contract and the entire legal relationship between the parties are subject to the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

(2) Place of performance and exclusive place of jurisdiction and for all disputes arising from this contract is our place of business, unless the order confirmation states otherwise.

(3) All agreements that are made between the parties for the purpose of executing this contract are set out in writing in this contract.

(4) Should any provisions in these terms and conditions or in any additional agreements reached be or become invalid, this shall not affect the validity of the terms and conditions in other respects. Both parties are obligated to substitute an ineffective regulation for an effective regulation, which is similar in its economic outcome.

(5) For multilingual contracts, the contractual interpretation is in German.