GENERAL TERMS AND CONDITIONS

Leder Brinkmann GmbH, Hanseweg 6, 49124 Georgsmarienhütte, Germany

§ 1 Validity of the terms and conditions

(1) These terms and conditions of delivery and payment shall apply exclusively; we shall not recognize any terms and conditions of the customer that conflict with or deviate from our terms and conditions unless we have expressly agreed to their validity in writing. Our terms and conditions shall also apply if we carry out the delivery to the customer without reservation in the knowledge that the customer's terms and conditions are contrary to or deviate from our terms and conditions. Letters of confirmation from the customer do not bind us, even if we do not expressly contradict them.

(2) Our terms and conditions shall apply to all present and future business relations with the customer. This shall also apply if we do not refer the customer to the terms and conditions again in subsequent transactions.

§ 2. Offer

Our offers are subject to change. We reserve the right to make technical changes as well as changes in shape, color and/or weight within the scope of what is reasonable. Illustrations, drawings, dimensions, weights and other performance data are only binding if this is expressly agreed in writing.

§ 3 Remuneration

1. our prices shall be in euros, duty unpaid and excluding value added tax, unless another currency has been agreed.

2. in the event that delivery is to be made more than 4 months after conclusion of the contract as agreed and significant increases in raw material prices or energy costs have occurred during this period, the parties undertake to enter into negotiations on the purchase price. In this context, the prices valid on the delivery date may be used as a basis. If an agreement cannot be reached, the contracting parties shall be entitled to withdraw from the contract. Further claims, such as compensation for damages or expenses, are then excluded. 3.

3. invoices are payable within 30 days after invoicing without deduction, unless otherwise agreed in writing. If payment is made within 10 days of the invoice date, a discount of 3% will be granted. The receipt of the invoice amount on our account is decisive for the discount deduction. The period for pre-notification is reduced to 2 days. The buyer assures to provide for the coverage of the account. Costs incurred due to non-payment or chargeback of the direct debit shall be borne by the buyer as long as the non-payment or chargeback was not caused by Leder Brinkmann GmbH.

4. after expiration of the 30-day payment period, the buyer is automatically in default of payment.

5. we reserve the right, if circumstances become known, which are suitable to reduce the creditworthiness of the customer, especially in the case of non-compliance with payment terms, to make the receivables due before the expiry of the payment period. In this case, default occurs in the event of non-performance despite a reminder. The legal regulations apply to the consequences of default in payment. 6.

(6) The customer shall only be entitled to set-off if his counterclaims have been legally established or acknowledged by us.

The customer may only exercise a right of retention if his counterclaim is based on the same contractual relationship.

§ 4 Packaging and shipping

1. the costs of packaging, shipping, insurance and customs duties shall be invoiced separately to the customer. The choice of packaging material and packaging is incumbent upon us.

2. we reserve the right to make a partial delivery, provided that this appears advantageous for a speedy processing and the partial delivery is not exceptionally unreasonable for the buyer. Additional costs resulting from partial deliveries will not be charged to the buyer.

3. special articles (order articles, special items, drop-ship articles, order memos (BSV)) are excluded from exchange. We will pass on to you the postage costs charged to us by our suppliers for special orders.

4. for parcels, which cannot be delivered because of a wrong address, we charge an increased fee for renewed delivery, because we charge you the return postage as well as the renewed postage costs.

5. additional costs for expressly requested express deliveries will be charged to you separately.

6. additional costs for the shipment of materials exceeding the standard package size (e.g. milling plates) and dangerous goods will be charged to you separately.

§ 5 Delivery times

1. binding delivery dates or deadlines require our written confirmation to become effective. The delivery time results from the contractual agreement and is always calculated from the day of the final acceptance of the order or from the clarification by the customer of all circumstances necessary for the execution. Adherence to the delivery time presupposes that the customer fulfills his contractual obligations as agreed. If this is not the case, the delivery time shall be extended accordingly, unless we are responsible for the delay.

2. delivery dates or deadlines shall be postponed or extended appropriately for the duration of the disruption if we are prevented from providing our service on time due to force majeure, industrial disputes, unrest, incorrect and untimely self-supply or other circumstances for which we are not responsible. We shall not be liable for any damages arising from this from any legal point of view. If the hindrance lasts longer than three months, the customer shall be entitled, after setting a reasonable grace period, to withdraw from the contract with regard to the part not yet fulfilled. He shall not be entitled to claim damages.

3. if the customer suffers damage as a result of a delay in delivery for which we are responsible, the statutory provisions shall apply. If we have to pay damages thereafter, this shall be limited to the damage foreseeable at the time of the conclusion of the contract. It shall amount to 0.5% for each full week of delay, but in total not more than 5% of the value of that part of the total delivery which cannot be used on time or in accordance with the contract as a result of the delay. Further claims are excluded. The above limitation shall not apply if we are liable in cases of intent, gross negligence or due to injury to life, body or health or according to the provisions of the ProdHaftG. A reversal of the burden of proof is not connected with this.

We shall always be entitled to make partial deliveries and render partial services, unless the partial performance of the contract is of no interest to the customer.

§ 6 Transfer of risk and acceptance

(1) The risk shall pass to the customer as soon as the goods have been handed over to the person carrying out the transport or have left our warehouse for the purpose of shipment.

(2) If the goods are ready for shipment and the shipment is delayed at the request of the customer or for other reasons for which the customer is responsible, the risk shall pass to the customer upon notification that the goods are ready for shipment.

3. if the customer does not accept the goods after notification of readiness for dispatch or if he is in default with the fulfillment of other contractual obligations, we shall be entitled, after setting a reasonable deadline, to demand damages in lieu of performance and/or to withdraw from the contract. In this respect, it may demand compensation for the actual damage or claim a lump sum of 45% of the invoice amount, unless the customer proves a lower actual damage.

§ 7 Warranty

The warranty period shall be 1 year from the delivery of the goods.

2. only our product description is agreed as the quality of the goods. Public statements, recommendations or advertising do not constitute a contractual description of the quality of the goods. 3.

(3) In the event of defects in the purchased goods, we shall initially provide warranty at our discretion by rectifying the defect or by providing a replacement delivery (subsequent performance).

If the subsequent performance fails, the customer may, at his discretion, reduce the purchase price or withdraw from the contract to the exclusion of all other rights. However, if the breach of contract is minor, in particular only a minor defect, the customer shall not be entitled to withdraw from the contract. 5.

(5) Subsequent performance shall be deemed to have failed if the material defect has not been remedied even after the second attempt at subsequent performance.

(6) Obvious defects in the goods shall be notified in writing without delay, at the latest within a period of one week after receipt. If this notification is not made, the assertion of material defect rights shall be excluded. The timely dispatch of the notice of defects shall be sufficient to meet the deadline. In the case of mutual commercial transactions between merchants, § 377 of the German Commercial Code (HGB) shall remain unaffected. 7.

7. in the event that the customer chooses to withdraw from the contract due to a legal or material defect after subsequent performance has failed, the customer shall not be entitled to any additional claim for damages due to this defect.

(8) We shall also be liable in accordance with the statutory provisions if we culpably breach a material contractual obligation; in this case, however, liability for damages shall be limited to the foreseeable, typically occurring damage.

(9) Liability for culpable injury to life, limb or health shall remain unaffected. This also applies to liability under the Product Liability Act.

10. liability is excluded unless otherwise provided for above.

§ 8 Online dispute resolution platform

1. the EU has developed a platform for online dispute resolution ("OS platform"), which aims to resolve disputes between merchants and customers in the EU-wide online shopping without courts and lawyers. Companies are obliged to make the following link to the ODR platform easily accessible to consumers: https://webgate.ec.europa.eu/odr/

§ 9 Duty to inform according to § 36 VSBG

Leder Brinkmann GmbH will not participate in dispute resolution proceedings before a consumer arbitration board and is not obliged to do so.

§ 10 Limitation of liability

1 Any further liability for damages than provided for in § 5 or § 7 is excluded, regardless of the legal nature of the asserted claim. This applies in particular to claims for damages for culpa in contrahendo, for other breaches of duty or for tortious claims for compensation for property damage pursuant to § 823 BGB.

2. the limitation according to number 1 is also valid, as far as the buyer demands compensation of useless expenditures instead of a claim for compensation of a damage instead of the achievement.

Insofar as liability for damages is excluded or limited, this shall also apply with regard to the personal liability for damages of our employees, representatives and vicarious agents. In cases of gross negligence by simple vicarious agents, we shall be liable for compensation for typical, foreseeable damage.

§ 11 Retention of title

(1) We retain title to the delivered goods until all claims, including future or conditional claims, have been paid in full.

2. in the event of a current account relationship with the customer, the following shall apply in deviation from clause 1: We reserve title to the delivered goods until receipt of all payments from the existing current account relationship (business relationship) with the customer. The reservation refers to the acknowledged balance. 3.

3. in case of breach of contract by the customer, in particular in case of default of payment, we are entitled to withdraw from the contract according to § 323 para. 1 BGB (German Civil Code) and to take back the goods. After taking back the goods, we shall be entitled to sell them. The proceeds of the sale shall be credited against the customer's liability - less reasonable costs of sale. 4.

The customer shall be entitled to resell or process the goods to a third party in the ordinary course of business. Prior to payment of all claims, the customer may neither pledge nor assign by way of security the goods delivered to him. However, upon conclusion of the purchase contract, the customer assigns to us all claims against his customers arising from the resale of the goods, irrespective of whether the goods have been resold with or without further processing, until all our claims arising from the delivery of goods have been settled in full. We hereby accept this assignment. In the event of a current account relationship, the claims assigned to us by the customer in advance shall also relate to the acknowledged balance and, in the event of the customer's insolvency, to the "causal balance" then existing.

5. the customer shall remain authorized to collect the claim, which, however, shall not affect our right to collect the claim ourselves. We shall not make use of this right as long as the customer fulfills his contractual obligations, is not in default of payment and, in particular, no application has been filed for the opening of insolvency proceedings against his assets or there is no cessation of payments. If this is the case, we may demand that the customer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtor (third party) of the assignment. 6.

6. the processing or transformation of the goods by the customer shall always be carried out for us. If the goods are processed or combined with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the goods (final invoice amount, including VAT) to the other processed items at the time of processing. In all other respects, the same shall apply to the item created by processing as to the goods delivered under reservation of title. 7.

If the goods are inseparably mixed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the goods to the other mixed items at the time of mixing. If the mixing is carried out in such a way that the customer's item is to be regarded as the main item, it shall be deemed to be agreed that the customer transfers co-ownership to us on a pro rata basis. The customer shall hold the sole ownership or co-ownership thus created in safe custody for us. 8.

We undertake to release the securities to which we are entitled at the customer's request insofar as the realizable value of our securities exceeds the claim to be secured by more than 10%; the choice of the securities to be released shall be ours.

§ 12 Data Protection

The customer is hereby informed that we process the data obtained in the course of the business relationship in accordance with the provisions of the Federal Data Protection Act.

§ 13 Final Provisions

(1) The law of the Federal Republic of Germany shall apply exclusively to these terms and conditions and the entire legal relationship between our customers and us, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

2. if the customer is a merchant, the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is Osnabrück.

3. place of performance for delivery and payment is Osnabrück.

Should one or more provisions of these terms and conditions or parts thereof be invalid, this shall not affect the validity of the remaining provisions. The whole or part of the ineffective provision shall be replaced by a provision whose economic success comes as close as possible to that of the ineffective provision.