TERMS OF DELIVERY AND PAYMENT

Terms of Delivery and Payment of the BOLZ-EDEL Group
(Alfred Bolz Apparatebau GmbH and EDEL Tank GmbH)

As of 2025

1. General Provisions

1.1 Sales and deliveries are made exclusively in accordance with the Supplier’s terms and conditions set forth below.

The Purchaser’s terms and conditions are not binding on the Supplier, even if they are not expressly rejected.

2. Offer

2.1 The Supplier’s offer is subject to change. The order is not considered accepted until it has been confirmed in writing by the Supplier. Telegraphic, telephone, or verbal additions, amendments, or side agreements require the Supplier’s written confirmation to be effective.

2.2 The Supplier’s documents pertaining to the order, such as illustrations, drawings, and specifications regarding content and weight, are only approximate unless they are expressly designated as binding. The same applies to performance and consumption specifications. The Supplier reserves ownership rights and copyrights to cost estimates, drawings, and other documents; they may not be reproduced or made accessible to third parties.

3. Prices and Payments

3.1 Prices are net cash ex works, plus packaging and VAT.

3.2 Bills of exchange are accepted only if agreed upon and only on account of payment; the costs of discounting and collection shall be borne by the buyer.

3.3 If the buyer exceeds the payment terms, the supplier may charge annual interest at a rate of 5% above the respective discount rate of the Deutsche Bundesbank without the need for a formal notice of default. The right to claim higher damages is reserved.

3.4 Withholding payments or offsetting against any counterclaims of the purchaser disputed by the supplier is not permitted.

3.5 The agreed prices are fixed prices and are based on the material costs and wages at the time the contract is concluded.

4. Delivery Time

4.1 The delivery period begins with the dispatch of the order confirmation, but not before the purchase order has provided the necessary documents, approvals, and clearances, and not before receipt of an agreed-upon down payment.

4.2 The delivery period is deemed met if, by its expiration, the delivery item has left the factory or notification of readiness for shipment has been provided.

4.3 The delivery period shall be extended appropriately in the event of operational disruptions caused by labor disputes, in particular strikes and lockouts, as well as in the event of other unforeseen obstacles beyond the Supplier’s control, such as other operational disruptions, delays in the delivery of essential raw and construction materials or defects in such supplies, and all of the above, provided that such obstacles affect the completion or delivery of the goods. The same applies if such

circumstances occur at the Supplier’s subcontractors. The aforementioned circumstances shall also not be attributable to the Supplier if they arise during a delay that has already occurred.

4.4 If the Purchaser incurs damage due to a delay caused by the Supplier’s own fault, the Purchaser shall be entitled, to the exclusion of further claims, to demand the following compensation for delay: For each full week of delay, ½%, but in total no more than 5% of the value of that part of the total delivery which, as a result of the delay, cannot be used in a timely manner or for its intended purpose.

5. Transfer of Risk

5.1 Risk shall pass to the purchaser no later than upon dispatch of the delivery items, even if partial deliveries are made or the supplier has assumed other obligations, e.g., shipping costs or delivery and installation.

5.2 If shipment is delayed due to circumstances for which the Supplier is not responsible, the risk shall pass to the Purchaser as of the date the goods are ready for shipment and notification thereof has been given. The Supplier is, however, obligated to arrange the insurance required by the Purchaser at the Purchaser’s request and expense.

6. Installation

6.1 Unless otherwise agreed, installation work shall be invoiced separately.

6.2 The Supplier shall be liable for defects in the performance of installation work in accordance with the following provisions regarding liability for defects in the delivery.

7. Liability for Defects in the Delivery

The manufacturer shall be liable for defects in the delivery, including the absence of expressly warranted characteristics, to the exclusion of further claims and without prejudice to the purchaser’s right to rescind the contract as provided for in these terms and conditions, as follows:

7.1 All parts that, within six months (or within three months in the case of multi-shift operation) of commissioning, become unusable or are significantly impaired in their usability as a result of a circumstance occurring prior to the transfer of risk—in particular due to faulty design, poor-quality materials, or defective workmanship—become unusable or are significantly impaired in their usability.

7.2 The delivered goods must be inspected immediately upon receipt. To avoid forfeiting the right to claim for defects, any defects must be reported to the supplier in writing within 14 days of receipt.

7.3 If shipment, installation, or commissioning is delayed through no fault of the Supplier, the Supplier’s liability shall expire no later than 6 months after the transfer of risk.

7.4 Repair or replacement shall not suspend the expiration of the warranty and limitation periods.

7.5 For third-party products, the Supplier’s liability is limited to the assignment of the liability claims to which it is entitled against the supplier of the third-party product.

7.6 To enable the Supplier to carry out all repairs and replacement deliveries deemed necessary at the Supplier’s reasonable discretion, the Purchaser must, after consultation with the Supplier, provide the necessary time and opportunity and, upon request, make auxiliary personnel available to the Supplier; otherwise, the Supplier is released from liability for defects. Liability for defects shall also be excluded if the delivered item has been subjected to interventions or modifications other than those performed by the Supplier’s authorized representatives. Only in urgent cases where operational safety is at risk—of which the Supplier must be notified immediately—or if the Supplier is in default regarding the rectification of the defect, shall the Purchaser have the right to rectify the defect itself or have it rectified by third parties and to demand reasonable reimbursement of its costs from the Supplier.

7.7 If rectifying the defective delivered item requires a disproportionately high effort, for example because the delivered item is located at a considerable distance from the Supplier’s place of business, particularly abroad, the Supplier may, at its discretion, demand

that the rights under warranty be limited to a reduction in price or rescission.

7.8 For repairs performed without a legal obligation, warranty coverage is provided only if this has been agreed upon in writing.

7.9 Further claims by the purchaser, in particular claims for compensation for damages not incurred to the delivered item itself, are excluded.

7.10 The Supplier may refuse to remedy defects as long as the Purchaser has not fulfilled its obligations.

7.11. Unless otherwise agreed in writing, the Supplier does not warrant that the delivered item complies with foreign regulations.

8. Liability for Ancillary Obligations

If, through the Supplier’s fault, the delivery item cannot be used by the Purchaser in accordance with the contract as a result of suggestions, advice, or incorrect instructions, the provisions of Section 7 shall apply mutatis mutandis, to the exclusion of any further claims by the Purchaser.

9. The Purchaser’s Right to Withdraw

9.1 The Purchaser may withdraw from the contract if performance becomes definitively impossible for the Supplier prior to the transfer of risk.

9.2 If the Supplier is in default of performance in accordance with Section 4 above, the Purchaser is entitled to withdraw from the contract if the Supplier culpably allows a reasonable grace period of at least 4 weeks, granted to him, to elapse without taking action. The same applies in the event of the Supplier’s default in fulfilling his obligations arising from liability for defects. In these cases, the setting of a grace period is only valid if the grace period is set by registered letter.

9.3 All further claims of the Purchaser are excluded, in particular claims for rescission, termination, or reduction, as well as claims for compensation for damages of any kind, including damages that did not occur to the delivery item itself.

10. Supplier’s Right to Withdrawal

10.1 In the event of unforeseen circumstances within the meaning of Section 4.3 above, provided they significantly alter the economic significance and content of the performance or significantly affect the Supplier’s operations, as well as in the event of subsequently discovered impossibility of performance in whole or in substantial parts, the contract shall be appropriately adjusted. If this is not possible or economically unreasonable, the Supplier shall be entitled to withdraw from the contract in whole or in part. The Supplier must notify the Purchaser of this as soon as the conditions for withdrawal become known.

10.2 The Purchaser shall have no claims for damages arising from such a withdrawal.

11. Retention of Title

11.1 The Supplier retains title to the delivery item until all payments, including any costs and interest arising from the delivery contract, have been received.

11.2 The Purchaser is permitted, on a revocable basis, to resell the delivered goods in the ordinary course of business, unless the claim arising from the resale has already been assigned to a third party;

the right to resell also lapses if the Purchaser suspends payments.

11.3 The purchaser hereby assigns to the supplier, for the supplier’s security, any claim to which the purchaser is entitled from the resale of the delivered goods or from any economically similar disposition thereof. It makes no difference whether the goods subject to retention of title are sold without or after being combined with other items.

11.4 In the event that the goods subject to retention of title are sold by the purchaser together with other goods not belonging to the supplier, the assignment shall apply only to the extent of the value of the goods subject to retention of title at the time of delivery.

11.5 If the goods subject to retention of title are resold after being combined with other goods, in particular goods not belonging to the Supplier, the assignment shall apply only to the extent of the value of the goods subject to retention of title at the time of combination.

11.6 The purchaser is authorized to collect the claim assigned pursuant to Section 11.3 as long as the purchaser fulfills its payment obligations to the supplier; however, the purchaser must immediately remit the amounts collected to the supplier to the extent that the supplier’s claim is due.

11.7 The Supplier’s retention of title is conditional in such a way that, upon full payment of its claims, ownership of the goods subject to retention of title automatically passes to the Purchaser, and the assigned claims become due to the Purchaser. The Supplier is obligated to release the securities to which it is entitled to the extent that they exceed the value of the Supplier’s claim to be secured by 25%.

11.8 The buyer may neither pledge the delivered goods nor assign them as security. In the event of attachment, seizure, or other dispositions regarding the delivered goods, the buyer must notify the supplier immediately. The buyer shall bear the costs of any interventions.

11.9 The Supplier is entitled to demand the return of the goods subject to retention of title if the Purchaser fails to meet its payment obligations.

11.10 The assertion of the retention of title and the attachment of the delivery item by the Supplier shall not be deemed a withdrawal from the contract, unless mandatory statutory provisions preclude this.

12. Place of Performance and Jurisdiction

12.1 The place of performance for all obligations arising from the contract is the Supplier’s registered office.

12.2 The place of jurisdiction for all disputes arising from the contractual relationship, including actions on bills of exchange, is—to the extent permitted by law—the Supplier’s registered office. The Supplier is also entitled to bring an action before the court having jurisdiction over the Purchaser’s registered office.

13. Governing Law

13.1 The mutual legal relationships shall be governed exclusively by the laws of the Federal Republic of Germany.

14. Binding Nature of the Contract

14.1 The contract remains binding even if individual provisions or clauses of the Terms of Delivery and Payment are legally invalid. Any gap resulting from the invalidity of a provision shall be filled in good faith in accordance with the spirit of the contract.