General Terms and Conditions of Sale and Delivery

1. The following terms and conditions shall apply to concluded sales in the order in which they are listed:

a) the terms and conditions specified in the original contract

b) the following General Terms and Conditions of Sale and Delivery

c) the standard form contracts and supplier terms and conditions specified in the original contract.

2. We reject any conflicting terms and conditions of purchase, regardless of when we receive them.

3. If the sale provides for parity of foreign places, duty paid in Portugal, then customs clearance can also be carried out by us in Portugal.

4. If a CMA or similar levy is due, this is taken into account in the contract price and thus reimbursed to the buyer.

5. This contract of sale has been concluded on condition that the buyer's creditworthiness is not diminished. Unsatisfactory information and/or deterioration of the buyer's financial circumstances and/or other circumstances becoming known after conclusion of the contract make it appear no longer appropriate to grant credit without cover. This entitles us to demand advance payments or the provision of security by the buyer. If the buyer does not comply with this demand within the period set by us, we shall be entitled to withdraw from all contracts or contract rates pending settlement or to claim damages for non-performance without setting a further deadline.

6. we shall be entitled to the same rights if the buyer is in default of payment under this or any other contract. In the event of default in payment, we may refuse further deliveries, even under other contracts, until the buyer has fulfilled his obligations, made advance payment or provided security, without the buyer acquiring any right to withdraw from the contract or claim damages. We may also demand the return of unpaid goods at the buyer's expense.

7. Should the buyer exceed payment deadlines, he shall be in default. In this case, we are entitled to charge interest at the usual bank rates from the day of default.

8. If a direct debit, a bill of exchange, or a cheque is not honoured in whole or in part, or if any other claim is not paid in due time, or if the buyer stops payments. Then our still existing claims against the buyer shall automatically become due. This also applies to claims against which the buyer has given a bill of exchange or cheque(s).

9. If the buyer stops his payments, or has a bill of exchange or cheque protested, or circumstances arise that are deemed to be the same, we shall be entitled at any time to withdraw from some or all of the contracts not yet settled, in whole or in part, or to claim damages for non-performance. The granting of a grace period shall then no longer be required. We shall be free to choose which right we wish to exercise regarding each contract.

10. In the event of typing errors or mistakes, we reserve the right to correct and/or contest all legal acts upon conclusion.

11. The goods remain our property until all claims against the buyer arising from the mutual business relationship, including those arising in the future, have been paid. In the case of a current account, the reservation of title serves as security for the respective balance claim.

12. The treatment or processing of the goods remaining in our ownership is always carried out for us as the manufacturer and on our behalf, without any liabilities arising for us from this. We are entitled to ownership of the new item created by treatment and processing, regardless of the time and degree of treatment or processing. We also offer the buyer the transfer of ownership of the new item, whereby the transfer of ownership shall occur after payment of the last outstanding claim. If the goods are processed with other goods not belonging to the buyer, we shall be entitled to co-ownership of the new item in the ratio of the value of the reserved goods. In the event that the buyer, notwithstanding the above provision, acquires processing acquires (co-)ownership of our reserved goods, he hereby transfers to us, i.e. upon conclusion of the contract, the (co-)ownership of the goods for the time of his acquisition and then stores the goods for us. The buyer hereby assigns to us any claims for surrender against third-party owners. The goods shall be deemed reserved goods within the meaning of these provisions.

13. In the event that the goods delivered by us are mixed or combined with other items, the buyer hereby transfers to us his ownership and co-ownership rights to the mixed stock or the new item and then stores it for us. The buyer hereby assigns to us any claims for surrender against third-party owners.

14. The buyer is authorised to resell the goods in which we have (co-)ownership in the ordinary course of business in return for cash payment or reservation of title. The buyer is not permitted to pledge the goods or transfer ownership of them by way of security. Upon conclusion of the contract, the buyer shall assign to us all customer claims to which the buyer is entitled as a result of the resale, regardless of whether this occurs before or after processing, mixing, etc., including all ancillary rights, as well as any claims for compensation against a credit insurance. In the event that goods are only in our co-ownership or are sold by the buyer together with other goods not belonging to us — regardless of their condition — at a total price, the assignment of the claim, which has already been executed, shall be in the amount that we have invoiced the buyer for the part of the goods in question.

15. The buyer is entitled to collect the assigned claims. This entitlement can be revoked if the seller fails to fulfil his contractual obligations.

16. The buyer must grant us access to the goods at all times and, at our request, mark the goods as our property and provide us with all requested information. In the event of default in payment, the buyer must, at our request, notify his customers of the assignment of claims.

17. In the event that the buyer receives bills of exchange or cheques from his customers as a result of the resale, he hereby assigns to us the corresponding bill of exchange or cheque claims against his customers, in the amount of the claims assigned by him from the resale. Ownership of the bills of exchange or cheque documents is hereby transferred from the buyer to us; he shall hold the documents in safe custody for us.

18. In the event of third-party access to the goods to which we hold title or co-ownership or to the claims assigned to us, the buyer shall protect our rights and inform us immediately of such access by telex or telegraph. The buyer shall keep the reserved goods adequately insured against all risks from the transfer of risk. The buyer hereby assigns to us any claims arising from an event of damage, in particular against the insurer, up to the amount of our claim.

19. At the buyer's request, the seller shall release its securities at its discretion to the extent that their value exceeds the claims to be secured by more than 30%.

20. We are entitled to set off all our claims, including bills of exchange, and all claims, including bills of exchange, of our affiliated companies or subsidiaries against all claims of the buyer to which he is or will be entitled against us and against our affiliated companies and subsidiaries, even if the due dates are different. Agreed set-off waivers do not apply in the event of insolvency.

21. The assertion of rights of set-off or retention and other counterclaims against our purchase price claims is excluded unless the counterclaims are undisputed or have been finally upheld in a court of law. Cheques or bills of exchange, including renewal bills of exchange, are only accepted on account of performance. This also applies if a bill of exchange is provided for discounting. All payments for which we return bills of exchange signed by us as issuer and endorser to the buyer for discounting shall only be deemed payment of the purchase price once the buyer has honored these bills of exchange and we are released from liability on the bill of exchange.

22. The place of performance and payment for the payment is our registered office or the registered office of the bank specified by us. The timeliness of the payment is determined by the unconditional crediting of the amount to our account.

23. Information provided by us regarding dimensions, weights and quality of the goods is provided carefully as a description of the nature of the goods, but is non-binding, unless they are expressly designated as binding or via agreed standard contract terms

.24. If the buyer asserts claims for damages based on intent or gross negligence or the culpable breach of a material contractual obligation, we shall be liable in accordance with the statutory provisions. Except in the case of intentional acts by our representatives or agents, liability is limited to the foreseeable, typically occurring damage. This limitation also applies insofar as the buyer is entitled to compensation instead of performance. Liability for culpable injury to life, limb or health remains unaffected. Unless otherwise provided for above, liability is excluded.

25. Should individual provisions be or become invalid, they shall be replaced by the statutory provision. The validity of the remaining provisions shall remain unaffected.

January 2025