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General terms and conditions Impulse Filter Spareparts and Service GmbH

§ 1 General / Scope of Application

(1) Our deliveries and other services are exclusively subject to the following General Terms and Conditions. They apply to all – including future – contracts, deliveries and other services, etc., even without special renewed reference, unless they have been modified or excluded by mutual agreement in writing.

(2) Conflicting or deviating terms and conditions of the customer, which Impulse Filter does not expressly acknowledge, are not binding, even if Impulse Filter does not expressly contradict them.

(3) The inclusion and interpretation of these General Terms and Conditions, as well as the conclusion and interpretation of the legal transactions with the customer itself, shall be governed exclusively by the law of the Federal Republic of Germany. The application of the Uniform Law on the Formation of Contracts for the International Sale of Goods of the UN Sales Convention is excluded.

(4) The invalidity of individual provisions of this contract or its components shall not affect the validity of the remaining provisions. The contracting parties shall be obligated, within the scope of what is reasonable and in good faith, to replace an invalid provision with a valid provision that is equivalent to its economic success, provided that this does not result in any significant change to the content of the contract. The same shall apply if a matter requiring regulation is not expressly regulated.

(5) The place of performance for all obligations arising directly or indirectly from this contractual relationship, including the obligation to pay, is the registered office of the Seller, i.e. Ratingen.

(6) The place of jurisdiction shall be, at the discretion of Impulse Filter, the place of jurisdiction responsible for the registered office of Impulse Filter or an arbitration court in Düsseldorf, which shall arbitrate on the basis of the regulations of the Chamber of Industry and Commerce there. Impulse Filter is obligated to exercise its right of choice pre-trial at the request of the customer. Impulse Filter is also entitled to bring an action before a court that has jurisdiction over the registered office or a branch of the customer.

§ 2 Offer, conclusion of contract, installation

(1) Offers from Impulse Filter are subject to confirmation and are non-binding. Declarations of acceptance and all orders must be confirmed by Impulse Filter in writing or by telex in order to be legally effective. The same applies to supplements, amendments or subsidiary agreements.

(2) The information, drawings, illustrations, technical data, descriptions of weight, dimensions and performance contained in brochures, catalogs, circulars, advertisements, price lists or in the documents belonging to the offer are not guarantees of quality or durability. They are only binding if their exact compliance has been expressly agreed. Impulse Filter reserves the right to make changes to these characteristics even after an order confirmation has been sent, provided that these changes do not contradict either the order confirmation or the customer’s specification. The customer will also agree to any further changes proposed by Impulse Filter, insofar as these are reasonable for the customer.

(3) If, after the conclusion of the contract, new regulations come into force that deviate from the regulations in force at the time of the conclusion of the contract, the additional costs resulting from this shall be borne by the customer.

(4) Agreements or conclusions with representatives or travel engineers require the express written confirmation of Impulse Filter.

(5) If installation is carried out by Impulse Filter, special installation conditions apply, which also become part of the contract.

§ 3 Prices

(1) Prices are net ex works, excluding packaging and other shipping and transport charges. In addition to these prices, the value-added tax applicable on the day of delivery shall be added at the respective statutory rate, as well as the costs for freight and for the packaging necessary for proper shipment.

(2) Impulse Filter reserves the right to change prices, even in the case of fixed prices, if the agreed delivery times are changed for reasons for which Impulse Filter is not responsible. Possible price changes are made on the basis of material, wage and other ancillary cost increases that have occurred.

(3) All ancillary charges or public levies that have not been agreed shall, in principle, be borne by the customer.

(4) The disposal of packaging and the costs thereof shall be borne in full by the Purchaser. The same shall apply to the freight for the return of the packaging material.

(5) If delivery is delayed at the request of the Purchaser, the Purchaser shall be charged for all costs incurred and arising from the delay.

§ 4 Delivery and performance time, delay in performance

(1) Delivery times are only approximate unless a fixed date has been agreed in writing or expressly. Agreed delivery periods shall commence upon receipt of the order confirmation and as soon as all details of the execution have been clarified. Compliance with the delivery and performance periods shall be subject to the timely and proper fulfillment of the Purchaser’s contractual obligations, in particular the timely receipt of the documents and approvals to be obtained by the Purchaser, including the approval of the construction drawings, as well as compliance with the agreed terms of payment. The delivery times shall be reasonably extended if the Purchaser fails to perform the required or agreed acts of cooperation. We reserve the right to plead non-performance of the contract. Delivery periods and delivery dates refer to the time of completion. They shall be deemed to have been met upon notification of readiness for dispatch.

(2) If, during the construction period, regulations or statutory provisions come into force that deviate from the regulations or statutory provisions in force at the time of conclusion of the contract, or if Impulse Filter accepts subsequent requests for changes, the delivery period shall be extended accordingly.

(3) In the event of force majeure and other unforeseeable, extraordinary circumstances for which Impulse Filter is not responsible, e.g. In the event of force majeure and other unforeseeable, extraordinary circumstances for which Impulse Filter is not responsible, such as operational disruptions due to fire, water and similar circumstances, failure of production facilities and machines, delivery delays or delivery failures on the part of our suppliers, as well as operational disruptions due to a lack of raw materials, energy or manpower, strike, lockout, difficulties in procuring means of transport, traffic disruptions, official interventions, Impulse Filter shall be entitled – insofar as Impulse Filter is prevented by the aforementioned circumstances from fulfilling its performance obligations in a timely manner through no fault of its own – to postpone the delivery or performance for the duration of the impediment plus a reasonable start-up time.

(4) If agreed delivery deadlines are exceeded due to circumstances for which Impulse Filter is responsible, the customer can withdraw from the contract after the fruitless expiration of a reasonable grace period set by him. This applies only insofar as deliveries are culpably not carried out within the grace period. Impulse Filter shall only be in default after the expiry of the grace period set, which is due to the fault of Impulse Filter. The withdrawal must be made in writing. Instead of rescission, the customer may demand compensation for damages due to non-fulfillment, provided that the delay was caused intentionally or by gross negligence on the part of Impulse Filter or its vicarious agents. In the event of negligence, the claim for damages shall be limited to the damage foreseeable at the time of the conclusion of the contract and to be proven by the customer, but to a maximum of 1% for each full week of delay, but to a maximum of 3% of the invoice value of the deliveries and services affected by the delay.

§ 5 Assignment of risk and transfer of risk

(1) Impulse Filter has the right to name the forwarding agent or carrier to be commissioned by the customer, excluding any liability.

(2) Unless otherwise expressly agreed in writing between Impulse Filter and the customer, the delivery shall be made at the customer’s own risk and expense. The risk of accidental loss and accidental deterioration of the contractual delivery items shall in any case pass to the customer upon handover to the customer or his agent, at the latest, however, when the delivery item leaves Impulse Filter’s premises. The same shall apply in the case of delivery carriage paid or insured for transport by Impulse Filter. If the customer wishes or causes the delivery item to leave the factory later, the risk shall already pass to the customer on the day of readiness for shipment. In such a case, Impulse Filter shall be entitled to store the delivery item at the expense and risk of the customer. In this case, storage costs of at least 1% of the invoice amount will be charged for each month.

(3) The Customer shall be bound by the terms and conditions of the shipping and insurance company used for the shipment.

(4) In the event of damage in transit, the customer must immediately arrange for a statement of facts to be made at the responsible offices before accepting the delivery, and must immediately notify Impulse Filter.

(5) In the event of defects in the object of the contract, the customer shall nevertheless accept it, without prejudice to the rights to which the customer is entitled.

§ 6 Rights of the customer in the event of defects

(1) If the contract is a commercial transaction for both parties, the customer must notify Impulse Filter in writing of obvious material defects, incorrect deliveries, and quantity discrepancies immediately, but no later than two weeks after receipt of the goods by the customer. Hidden defects must be reported in writing within a period of one month. If the customer fails to give such notice, the goods shall be deemed to have been approved. Complaints of hidden defects shall be excluded in this case and shall be deemed to have been made late, insofar as they should have been reasonably detectable. In the event of a late or improperly asserted notice of defect, the customer shall lose his warranty rights, unless the defect has been fraudulently concealed by Impulse Filter.

(2) The claims for defects shall be limited to supplementary performance; Impulse Filter shall, at its discretion, only be obliged to rectify the defect or to deliver defect-free goods. As a matter of principle, defective performance by Impulse Filter shall be remedied by rectification, unless this is unreasonable due to the scope and value of the contractual performance. If the subsequent performance fails three times, the customer shall have the right to demand, at his discretion, a reduction of the remuneration or cancellation of the contract.

(3) Impulse Filter does not assume any warranty for the deliveries and services of sub-suppliers if they are commissioned with the execution of orders at the instigation of the customer. In these cases, the customer is entitled to warranty claims directly against the aforementioned. Impulse Filter shall therefore assign warranty claims to the customer.

§ 7 Retention of title

(1) Impulse Filter retains ownership of the delivered goods until payment has been made in full. The retention of title shall also apply until all claims, including future or conditional claims, arising from the business relationship between Impulse Filter and the customer have been fulfilled, irrespective of the legal basis. This also applies if payments are made on specially designated claims.

(2) The customer is not authorized to transfer ownership by way of security or to pledge the goods, but is authorized to further sell the goods subject to retention of title in the ordinary course of business. The customer hereby assigns to Impulse Filter the resulting claims against his business partners. These claims serve to secure the claims of Impulse Filter to the same extent as the reserved goods. If the reserved goods are sold by the customer together with other goods not supplied by Impulse Filter, the assignment of the claims against the third party shall only apply up to the amount of the invoice value of the reserved goods sold by us in each case. We hereby accept the assignments.

(3) The customer is entitled to collect claims from the resale until the revocation of Impulse Filter, which is permissible at any time. Impulse Filter will only make use of the right of revocation if the customer does not fulfill his payment obligations. At Impulse Filter’s request, the customer is obligated to inform his buyers immediately of the assignment of his claims to Impulse Filter and to provide the information and documents necessary for collection.

(4) If the value of all securities existing for Impulse Filter exceeds the existing claims by more than 25% on a sustained basis, Impulse Filter shall release securities of the customer’s choice at the customer’s request.

(5) If the retention of title or the assignment is not effective without further ado according to the law of the state in whose area the reserved goods are located, the security corresponding to the retention of title or the assignment in this state shall be deemed to be agreed. The Purchaser shall be obliged to cooperate in the creation of a reservation of title which is as comprehensive as possible. He shall take all measures necessary to establish and maintain such rights.

(6) If the delivery item is processed by the customer, the retention of title shall also extend to the entire new item. Impulse Filter acquires co-ownership of the new object when the delivery item is processed with other objects.

The co-ownership share is determined by the fraction that corresponds to the ratio of the value of its goods to the value of the other objects.

§ 8 Terms of payment

(1) Impulse Filter’s invoices are due for payment immediately and without deduction, unless another payment term has been agreed.

(2) If the customer does not pay immediately, he shall be in default. If the payment deadline is culpably exceeded, interest in the amount of 8% above the applicable base interest rate, plus the statutory value-added tax, will be charged, subject to the assertion of further claims.

(3) Impulse Filter is entitled, even in the case of provisions of the customer to the contrary, to first offset payments against the customer’s older debts. In this case, the customer will be informed of the type of set-off that has taken place. If costs and interest have already been incurred, Impulse Filter is entitled to offset the payment first against the costs, then against the interest, and finally against the principal claim.

(4) A payment shall only be deemed to have been made when Impulse Filter can dispose of the amount. In the case of payment by cheque, payment shall only be deemed to have been made when the cheque has been cashed.

(5) If the customer does not pay invoices that are due, exceeds a payment period that has been granted, or if the financial circumstances of the customer deteriorate after the conclusion of the contract, or if Impulse Filter receives unfavorable information about the customer after the conclusion of the contract that calls into question the solvency or creditworthiness of the customer, Impulse Filter is entitled to call due the entire remaining debt of the customer. In this case, Impulse Filter is also entitled to demand advance payment or the provision of security, or, after delivery has been made, immediate payment of all claims based on the same legal relationship, while modifying the agreements made. This shall apply in particular if the Purchaser ceases to make payments, if a check of the Purchaser is not honored, if a bill of exchange issued by the Purchaser is not paid by the Purchaser, if insolvency proceedings against the assets of the Purchaser have been applied for or opened or if insolvency proceedings have not been opened due to lack of assets.

§ 9 Design drawings, production documents, information, data

(1) The Purchaser shall be liable for ensuring that the rights of third parties are not infringed by the use of drawings submitted.

(2) Insofar as the customer provides data, devices or materials required for processing or production, these must be sent to Impulse Filter free of charge. They shall be stored at the risk of the customer. Impulse Filter is under no obligation to insure them.

§ 10 Patents, copyrights

(1) Without the express written consent of Impulse Filter, rights or claims against Impulse Filter, in particular due to defects in goods delivered by Impulse Filter or due to breaches of duty committed by Impulse Filter, may not be transferred in whole or in part to third parties or pledged to third parties.

(2) If Impulse Filter has to carry out tests according to drawings or using parts provided by the customer, the customer is responsible for ensuring that the industrial property rights of third parties are not violated.

(3) Impulse Filter is entitled to copyrights and, if applicable, industrial property rights to the systems and devices, drafts and drawings designed on its behalf.

(4) The customer guarantees that the expert opinions, drawings, lists and calculations, in particular mass and cost calculations, produced within the scope of the order, will only be used for his own purposes.

§11 Limitation of liability and statute of limitations

(1) Impulse Filter shall only be liable for damage or futile expenditure – irrespective of the legal grounds – if the damage or the futile expenditure is due to a grossly negligent or intentional breach of duty on the part of Impulse Filter or one of its vicarious agents. In particular, Impulse Filter shall not be liable for the customer’s loss of profit and unforeseeable indirect consequential damage, unless the liability is based on an assurance intended to protect the customer against the risk of such damage.

(2) Claims of the customer against Impulse Filter due to defects in goods delivered by Impulse Filter or due to services rendered by Impulse Filter in breach of duty – including claims for damages and claims for compensation for futile expenses – shall become statute-barred within six months after delivery of the contractually owed object or other service.

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