General Terms and Conditions of Sale and Delivery

I. General provisions

1. These General Terms and Conditions of Sale and Delivery apply to all contracts concluded by WBE with customers who are entrepreneurs, legal entities under public law, or special funds under public law. They also apply to all future deliveries and services provided by WBE, even if not separately agreed again.

2. Deviating terms and conditions of the customer do not become part of the contract, even if WBE does not expressly object to references to such terms. Even if WBE refers to a letter that contains or refers to the customer's terms and conditions, this does not constitute agreement to the validity of such terms.

3. Based on all samples, cost estimates, offers, drawings and other information of a physical or electronic nature, the customer irrevocably acknowledges WBE's ownership and copyright. The customer undertakes to treat all documents provided by WBE in connection with the respective project as strictly confidential and to make them available to third parties only with WBE's consent.

II. Price and payment

1. Unless separately agreed in the individual contract, all prices apply “ex works” Much. Where WBE's offers are made “net”, statutory VAT at the applicable rate is payable in addition.

2. Unless the individual contract provides for separate arrangements between the parties in text or written form, the following payment terms apply:
- 50% due within eight days of order acceptance by the customer
- 50% due 14 days before loading ex works Much, at the latest 30 days after notice of readiness for dispatch, on a first-come basis.

3. The customer is only entitled to set off counterclaims that are undisputed, acknowledged, or have been finally and bindingly established.

III. Delivery time, delivery delay

1. The delivery date results from WBE's final order confirmation. This order confirmation can only be sent once all documents, information, permits, approvals, security deposits etc. to be provided by the customer have been fully received by WBE.

2. In any case of force majeure (labour disputes, natural disasters, pandemics etc.), delivery periods are suspended and consequently automatically extended, provided the unforeseen obstacles are beyond WBE's control. WBE will inform the customer accordingly.

3. If WBE has given notice of readiness for dispatch and wishes to deliver but cannot do so for reasons attributable to the customer, WBE is entitled to charge storage costs of 0.2% of the net order value per week from the date of the notice of readiness for dispatch. A flat fee of 1.5% of the net order value is charged for the (one-time) relocation of the contractual item. WBE is entitled, but not obliged, to store contractual items against reimbursement of costs.

4. If the customer is in default of accepting the contractual items, WBE is entitled, after four weeks from the notice of readiness for dispatch, to set the customer a deadline for acceptance. If the customer fails to meet this (extended) deadline, WBE is entitled, but not obliged, to otherwise dispose of the contractual items. Any resulting financial losses to WBE (lower sale price, conversion costs etc.) are to be borne by the customer.

5. If the customer remains in default of acceptance of the contractual item for more than eight weeks despite the setting of a grace period, WBE is entitled to withdraw from the contract and to claim damages for non-performance. Damages amount to 25% of the total net price. WBE reserves the right to prove a higher loss, which the customer must then pay. The customer reserves the right to prove a lower loss, in which case only the lower amount is owed.

6. There is no right to cancel an order.

7. WBE is entitled to make design or shape modifications to the delivery item, provided this causes no technical disadvantage to the customer and is reasonable for the customer.

8. Where the customer does not collect the contractual items ex works but WBE is obliged to deliver itself or through third parties, the following applies: the customer must ensure that WBE can properly deliver the contractual items to the destination (free, time-unrestricted access for trucks with load carriers). Details are governed by the respective individual contract.

IV. Delivery and transfer of risk

1. Unless otherwise agreed, all of WBE's services are generally provided ex works. Any dispatch is at the customer's expense and risk unless otherwise agreed. The risk of accidental loss or accidental deterioration likewise passes ex works WBE, Much.

2. If acceptance/collection of the purchased item is delayed, Section III.4 of these terms applies.

3. Partial deliveries by WBE are permissible insofar as reasonable for the customer.

4. WBE must pack the contractual items properly and securely. From the moment the goods leave the Much plant, the customer (or its carrier) bears any risk.

5. Where WBE owes further services in addition to the delivery of contractual items (installation etc.), the respective provisions of the individual contract apply.

V. Retention of title

1. All contractual items remain the property of WBE until all of WBE's claims against the customer have been settled. The retention of title also applies to all claims WBE has against the customer in connection with the purchased item, e.g. arising from repairs, spare part deliveries, or other services.

2. Any processing or treatment of the purchased item subject to retention of title, as well as any combination with items belonging to others by the customer or third parties, is carried out (where applicable, proportionally) for WBE. WBE acquires co-ownership of newly created items in proportion to the value of the purchased item.

3. The customer is entitled to process contractual items in the ordinary course of business. Resale is only permitted if the purchase price has been paid to WBE in full, or WBE has consented in writing to resale prior to full payment. In that case, the customer hereby assigns to WBE, by way of security, its claim arising from the resale of the contractual items. WBE is authorised to collect this claim. Disclosure of, and collection under, the assignment by WBE remain reserved. WBE undertakes to release the security to which it is entitled to the extent that the invoice value of the goods subject to retention of title exceeds the claims to be secured, insofar as these are not yet settled, by more than 20%.

4. In the event of material breach of contract by the customer, despite a prior written warning, in particular default of payment, WBE is entitled to withdraw from the contract and demand the return of the contractual items. In this case, WBE is entitled, after written notice with a reasonable deadline, to dispose of the purchased item to best advantage by private sale, offsetting the proceeds against the purchase price.

5. In the event of any seizure or asserted claim by third parties, in particular attachment of the purchased item, the customer must notify WBE immediately in writing and inform the third party immediately in writing of WBE's retention of title. A copy of this letter must be sent to WBE. The customer bears all costs incurred in removing the seizure and reacquiring the contractual items and indemnifies WBE against any such costs.

6. The customer is obliged to keep the contractual items in proper condition for the duration of the retention of title, to carry out immediately, or have carried out, all maintenance and necessary repair work specified by WBE, and, where third parties are engaged, to instruct only qualified companies. The customer must provide WBE with comprehensive information about these measures and hand over copies of order confirmations, invoices, timesheets and material lists completely and without delay.

7. For the duration of the retention of title, WBE is further entitled, at any time and with reasonable prior notice, to inspect the contractual items itself or have them inspected by appointed third parties (experts, TÜV, etc.). In such cases, WBE is also entitled to test the plant in operation, record performance data, etc.

VI. Customer insolvency

1. If the customer has filed for insolvency proceedings (including self-administration, protective shield proceedings or similar) before the purchase price has been paid to WBE in full, WBE is entitled, but not obliged, to withdraw from the contract or terminate the contract (or contracts, in the case of multiple deliveries and services).

2. If insolvency proceedings are opened over the customer's assets, WBE conducts correspondence with the customer and the insolvency administrator. WBE has no right to terminate the contract or withdraw from it if the insolvency administrator declares that it will fulfil the customer's contractual obligations under the existing contracts.

3. If insolvency proceedings over the customer's assets are discontinued for lack of assets, WBE is entitled to dispose of the contractual items to best advantage, to satisfy any claims against the customer from the proceeds, and to pay out any surplus to the customer.

VII. Warranty

1. Unless otherwise contractually agreed in the individual contract, the warranty period for purchased items is twelve months from the transfer of risk. All of WBE's rights under Section 377 of the German Commercial Code (HGB) remain unaffected. The warranty begins with the transfer of risk. Transfer of risk occurs when the contractual items leave the plant ex works (Much). If, for reasons within the customer's sphere, the customer does not accept the contractual item, the warranty begins with the notice of readiness for dispatch, whichever occurs first (priority principle).

2. Any defect must be reported by the customer to WBE immediately in text or written form. The customer is obliged to inspect the contractual items regularly and to comply with all maintenance and repair specifications set out in the contract documents. If a customer fails to report a defect immediately after becoming aware of it, the customer bears any additional costs resulting from the delayed report.

3. WBE assumes no warranty for damage arising from improper or negligent handling of the contractual item, nor for attachments, accessories, or spare parts not sourced from WBE, etc. WBE is generally liable only for the contractual items it has supplied.

4. WBE is not liable for damage to the contractual item resulting from normal wear and tear, corrosion or erosion, or from failure to follow the prescribed service and repair work.

5. WBE bears the costs where the customer immediately and legitimately asserts a warranty claim against WBE within the warranty period. Replaced parts become the property of WBE.

6. To carry out any warranty work, the customer must allow WBE a reasonable period of time, taking into account in particular the procurement time for any spare parts. The customer must also provide WBE with free access to the plant 24/7 (upon prior notice) and make available electricity, water, equipment, operating facilities, and auxiliary personnel.

7. It is expressly clarified that WBE is not obliged to remedy a defect where
a) the customer does not report the defect to WBE immediately in text or written form,
b) the customer has made changes to the plant not approved by WBE, or has installed additional parts or equipment affecting the plant's operation,
c) parts have been installed in the plant by the customer, or by a third party on the customer's instructions, whose use has not been approved by WBE,
d) the customer has failed to follow the regulations and technical instructions provided regarding the handling, maintenance and care of the contractual items,
e) the customer has, in particular, failed to carry out the regular oil and gas analyses, copies of which must be provided to WBE.

VIII. Data protection and data use

1. To ensure operational performance, machine data is recorded and processed using appropriate IT programs. The customer irrevocably consents to WBE holding, processing and evaluating this data. This evaluation is carried out regularly both to improve products and to prevent faults and increase the performance of the contractual items.

2. Machine data is data automatically generated by a plant regarding its condition (“status data”), functional processes, operation, and all other internal machine processes (“production data”), which is recorded in file form, digitally processed, stored and automatically transmitted to WBE.

3. For the duration of a contract, and for the duration of any service agreement, WBE may provide the customer with the module control unit including display and the associated software. The customer acknowledges that all protective rights and copyrights remain unrestrictedly with WBE and stay with WBE. Without WBE's prior written consent, the customer may not grant any third party any rights of use in the software or allow third parties to use the software.

4. If the customer notices that the recording of machine data is not functioning, or not functioning correctly, the customer is obliged to notify WBE immediately in text or written form.

5. WBE GmbH & Co KG, Oberheiden 1d, 53804 Much, is responsible for data protection. The customer's personal data is collected and stored by WBE insofar as necessary to provide the contractual services. WBE complies with the provisions of the General Data Protection Regulation (GDPR).

6. Where WBE engages service providers (so-called processors) in fulfilling its contractual obligations, WBE is entitled to transmit the customer's data to such service providers. WBE ensures that such third parties likewise comply with the provisions of the GDPR.

7. The customer has the right to request information from WBE at any time about the personal data stored, pursuant to Article 15 GDPR. The customer also has the right, under the conditions of Articles 16 and 17 GDPR, to request deletion of data, or, pursuant to Article 18 GDPR, to request restriction of processing. Restricting data processing may mean that WBE is unable to fully provide its contractual services. Personal data is stored only for as long as necessary for the respective purpose, which generally corresponds to the duration of the contract or statutory retention obligations.

IX. Liability

1. WBE is liable for defects under warranty pursuant to Section VII above.

2. For any damage not occurring to the delivered item itself, WBE is liable in full – in cases of intent and gross negligence on the part of WBE, and for any culpable injury to life, body, or health – as well as for any claims under the German Product Liability Act.

3. In the event of culpable breach of material contractual obligations, WBE is also liable for gross negligence of non-managerial employees. Liability for slight negligence is generally limited to the typically foreseeable damage inherent in this type of contract.

4. WBE has no further liability towards the customer beyond the above.

X. Dual-use clause

1. WBE is only obliged to deliver to the customer insofar as the delivery and/or use of the contractual item does not violate the export control laws of Germany, the European Union, or the United States of America. In the event of a breach of export control laws, WBE is released from all deliveries. Claims by the customer arising from this are excluded.

2. The customer irrevocably undertakes to observe Council Regulation (EC) No. 428/2009 of 5 May 2009 (EC Dual-Use Regulation). The customer will inform WBE, without being requested and already at the time of contract negotiations, if goods with dual use (both civil and military applications) become part of the contract (see www.zoll.de, “dual-use”).

XI. Changes to statutory provisions after conclusion of the contract

1. If, after the contract between WBE and the customer is concluded, new statutory provisions, requirements, ancillary provisions etc. arise (e.g. emission limits, safety requirements etc.), these are not covered by the offer price. The parties are obliged to immediately begin negotiations on how to deal with the new regulations and what economic consequences result from them.

2. The same applies to the enactment of new statutory regulations, ordinances, or technical requirements affecting the operation or acceptance of the contractual item.

XII. Applicable law and place of jurisdiction

1. German law applies exclusively to the contractual relationship, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

2. The exclusive place of jurisdiction is WBE's registered seat, i.e., depending on the amount in dispute, either the Amtsgericht Ahaus (Local Court) or the Landgericht Münster (Regional Court).

XIII. Final provisions

1. Any individual contractual arrangements between the parties take precedence, insofar as they are made in text or written form.

2. Oral collateral agreements and subsequent amendments are only valid if confirmed by WBE in writing or in text form.

3. Should any of the foregoing provisions be or become invalid, this does not affect the validity of the remaining provisions.

4. WBE's General Terms and Conditions of Sale and Delivery are available on the internet at www.wbengineering.de. At the customer's request, WBE will also send the General Terms and Conditions of Sale and Delivery in written form.