Terms and Conditions

General Terms and Conditions

General Terms and Conditions for Deliveries, Services and other Performances of Dr. Gebert
Technologie und Wälzlager GmbH in Commercial Transactions. Version as of 2012

I. Scope of Application

The GTC below apply to our deliveries, services and all other performances (e.g. repairs, assembly
work, etc.) – hereinafter referred to as “Deliveries” – in commercial transactions. By accepting our
order confirmation or our Deliveries, our contract partner recognizes that these GTC apply exclusively
and waives the application of conditions or general terms having a different content.
These GTC shall also apply to all future Deliveries, even if such are made without any written order
confirmation.
Any deviating conditions of the buyer which we do not explicitly recognize shall not be binding for us,
even if we have not explicitly objected to such.
The below GTC shall also apply if we fulfill the buyer’s orders without restrictions, in full awareness of
opposing or deviating conditions of such buyer.

II. Offer, Contract Conclusion and Withdrawal

Our offers are non-binding. Contractual agreements will only take effect when we confirm them in
writing.
All information and data sheets are only a more detailed description of the Deliveries and are generally
not to be deemed as an assurance or guarantee, unless exclusively agreed otherwise in writing.
We reserve the right to request advance payments, pre-payments or the provision of sufficient
collateral upon conclusion of the contract. If any agreed payments or pre-payments are not received in
due time, if the contract partner essentially violates their contractual duties or if we become aware of
circumstances after the conclusion of the contract which are suited to significantly impair the contract
partner’s solvency or credit worthiness, we shall, notwithstanding any other claims, be authorized to
request advance payments or sufficient collateral for our claims before the start or continuation of the
Deliveries and to withdraw from the contract, if the contract partner is neither willing to exchange the
services against gradual payment nor to provide any adequate collateral. The statutory right of lien on
our part for objects of the contract partner provided to us shall remain unaffected.

III. Performance and Transfer of Risk

Delivery dates or periods which were not explicitly agreed upon as being binding shall be deemed to be
non-binding. Precondition for their application is, in each case, the amicable clarification of all facts that
we require before the performance of the order. Correct and timely deliveries to us remain reserved in
commercial transactions. We make assurances on delivery dates and periods of imported items under
the proviso that we are only obliged to perform customary procurement measures; the agreed delivery
period will be extended adequately in case of force majeure or any other unforeseeable, extraordinary
circumstances that arise without our fault.
Our Deliveries will be made ex works Schweinfurt, Germany, unless explicitly agreed otherwise. The
shipment will be made for the contract partner’s account and risk. That shall apply even if and insofar
as the transport is made by members of the company. We shall, therefore, even in the latter case, only
be liable pursuant to Art. 11 hereof.
We shall be authorized, at any time, to make partial deliveries and to render partial services, insofar as
that is reasonable for the contract partner.

IV. Prices and Packaging

Unless agreed otherwise in writing, our prices apply ex works, excluding packaging or other additional
services and potential surcharges pursuant to an agreement and plus value added tax at the legal rate.
Costs for packaging will be billed separately.
Pallets, wooden crates, cardboard boxes and disposable packaging will be charged at cost and will not
be taken back, unless agreed otherwise in writing.
We shall be authorized to request an adequate adaptation of the agreed prices for Deliveries, in the
case of failure to meet the agreed delivery date for reasons not attributable to us (e.g. if requested by
the customer) or if, in case of call-off master agreements (i.e. the purchase of a pre-determined
number of goods in a specified period), the agreed term is exceeded due to the incomplete call-off of
the agreed goods during the specified period.

V. Payment, Set-Off and Retention

Our claims shall fall due for payment, net without deduction, 30 days after the invoice date in the
contract currency. The deduction of a discount of 2% in case of a payment within 14 days shall be
permitted only after a written agreement. The payment shall also be deemed due, in particular, if the
contract partner is provided with the Delivery in line with the contract or if it is offered for acceptance,
and if they reject the call-off or the receipt or acceptance.
Bonuses and other discounts can only be set off, if we have issued a credit note or if any other written
regulation applies. Discounts, bonuses, etc. will not apply to freight and other additional services.
If a contract partner is in default of payment, the legal regulations shall apply.
If the contract partner is in default of payment or if we become aware of any circumstances that are
suited to impair the contract partner’s asset or financial situation, our claims will fall due for payment
immediately, without deduction.
The contract partner will only be entitled to a right of set-off if their counter-claims were found to be
legally effective in court or are undisputed. The contract partner will only be allowed to exercise a right
of retention insofar as their counter-claim is based on the same contractual relationship.

VI. Retention of Title

We reserve the title to the delivered object until receipt of the full payment for any and all claims
arising from the delivery contract. That shall also apply to all future Deliveries, even if we do not
explicitly refer to that. We shall be authorized to retrieve the object of purchase if the buyer’s conduct
is in violation of the contract.
The buyer shall be obliged to treat the object of purchase with care for as long as the title has not
passed to them. They shall be obliged, in particular, to take out a sufficient insurance against theft, fire
and water damage, at their own expense. If any maintenance and inspection work needs to be
performed, the buyer shall perform it in due time and with due care at their own expense. For as long
as the title has not yet passed to them, the buyer shall inform us immediately in writing if the delivered
object is pledged or exposed to any other interventions by third parties. Insofar as the third party is
unable to reimburse to us the court or out-of-court costs of any action pursuant to Sec. 771 of the ZPO
[German Code of Civil Procedure], the buyer shall be liable for any loss we suffered.
The retention of title applies, in addition, until any and all claims to which we are entitled against the
contract partner under the business relationship have been fulfilled. In case of current account
operations, the property subject to retention of title shall be considered as collateral for the balance
claim. Furthermore, the goods subject to retention of title shall also be subject to a prolonged
reservation of title.
The buyer is entitled to resell the goods subject to retention of title in their normal business
transactions. The buyer assigns to us their claims arising from the resale of the goods subject to
retention of title, in the amount of the final invoice sum agreed with us (including value added tax). This
assignment shall apply regardless of whether the object of purchase was resold without or after being
processed. The buyer shall remain authorized to collect the claim even after the assignment. Our
entitlement to collect the claim ourselves shall also remain unaffected. However, we will not collect the
claim for as long as the buyer fulfills their payment obligations out of the proceeds they receive, is not
in default of payment and, in particular, if no request for initiation of insolvency proceedings was filed
or a cessation of payments applies.
The machining and processing or conversion of the object of purchase by the buyer will always be made
in our name and on our behalf. In this case, the buyer’s expectant right to the object of purchase
continues to exist in the converted object. Insofar as the object of purchase is processed with other
objects not belonging to us, we acquire co-ownership in the new object in proportion of the objective
value of our object of purchase to the other processed objects at the time of processing. The same shall
apply in case of mixing. Insofar as the mixing is done such that the buyer’s object is to be considered
the main object, it shall be deemed agreed that the buyer transfers to us a pro-rated co-ownership and
keeps for us the sole ownership or co-ownership which arose in this manner. In order to secure our
claims against the buyer, the latter shall also assign to us those claims which arise for them against any
third party from the combination of the goods subject to retention of title with a land plot; we accept
this assignment already as of now.
We undertake to release the collateral to which we are entitled at the buyer’s request insofar as their
value exceeds the claims to be secured hereunder by more than 20%.
In case of any violation of obligations on the part of the contract partner, in particular in case of default
of payment, we shall, after the fruitless expiry of an adequate period granted to the contract partner
for elimination, be authorized to withdrawal and take-back; the legal provisions on the dispensability of
setting a deadline shall remain in full force and effect. The contract partner is obliged to surrender the
objects.

VII. Delivery Periods and Default

Precondition for the compliance with delivery deadlines is that any and all documents to be provided
by the contract partner, any required approvals and releases, in particular plans, are received in due
time, and that agreed payment terms and other obligations are fulfilled by the contract partner. If
these preconditions are not fulfilled in due time, the periods will be extended accordingly; that shall not
apply if the delay is attributable to us.
If the non-compliance with the deadlines was caused by force majeure, e.g. natural disasters,
mobilization, war, unrest or similar events, e.g. strike, lock-out, etc., the periods will be extended
accordingly.
If we are in default of agreed or scheduled Deliveries, and the cause is neither intent nor gross
negligence, the contract partner shall not be entitled to any claims for damages under the contract or
to any consequential damage.
The contract partner may only withdraw from the contract under the legal provisions, insofar as we are
solely responsible for the delay of the Delivery. The above regulations shall not be associated with any
change of the burden of proof to the detriment of the contract partner.
The contract partner shall be obliged to declare, at our request and within an adequate period,
whether they still insist on the Delivery despite the delay or which of the claims and rights to which
they are entitled they will assert.

VIII. Impossibility

Insofar as the Delivery proves to be impossible, the contract partner shall be entitled to request
damages, unless the impossibility is not attributable to us. The contract partner’s claim for damages is
restricted to a maximum of 5% of the value of that part of the Delivery which could not be put into
useful service due to the impossibility. This restriction shall not apply insofar as a mandatory liability
applies in case of intent, gross negligence or due to the injury of life, body or health; that shall not be
associated with any change of the burden of proof to the detriment of the contract partner. The
contract partner’s right to withdraw from the contract shall remain unaffected.
In case of a temporary impossibility, Art. 7 (Delivery Periods; Default) shall apply.
Insofar as unforeseeable events in terms of Art. 7 (2) significantly change the economic importance or
the contents of the Delivery or have an essential effect on our operation, the contract will be adapted
by observing good faith. Insofar as that is not reasonable for economic reasons, we have the right to
withdraw from the contract. If we wish to make use of this right of withdrawal, we shall notify the
contract partner within an adequate period, after having gained knowledge of the consequences of the
event, even if a prolongation of the delivery period has initially been agreed with the contract partner.
Insofar as force majeure in terms of Art. 7 (2) applies and it is no longer economically reasonable for us
to remain bound by the contract, we shall be entitled to a contractual right of withdrawal of which the
contract partner shall be notified immediately after having gained knowledge of the consequence of
the event. That shall apply even if a prolongation of the delivery period has initially been agreed with
the contract partner. Any obstacle attributable to us shall not constitute grounds for withdrawal from
the contract for us. The same shall apply in the event that the default is a temporary condition.

IX. Material Defects
We shall be liable for material defects as follows:

All those Deliveries which contain a material defect within the limitation period, to the extent that the
cause of such existed already at the time of transfer of risk, shall be repaired, newly delivered or newly
rendered (subsequent performance) free of charge, at our choice.
Claims for material defects shall become statute barred after 12 months. That shall not apply insofar as
the law prescribes longer periods pursuant to Sections 438 (1) no. 2 (Buildings and Things for Buildings),
479 (1) and 634a (1) no. 2 of the BGB [German Civil Code] and in case of an injury of life, body or health
or in case of an intentional or grossly negligent violation of any duty or in case of a fraudulent
concealment of any defect. The regulations on expiry suspension, suspension or new start of periods
shall remain in full force and effect.
Notices of defects pursuant to Sections 377, 381 II of the HGB [German Commercial Code] shall be
delivered in writing.
In case of notices of defects, the contract partner shall be entitled to withhold payments that are in an
adequate proportion to the material defects which occurred. The contract partner may withhold
payments only if a notice of defects is made whose justification is beyond doubt. If a notice of defects is
wrongly made, we shall be entitled to request the contract partner to compensate us for the expenses
we incurred.
Initially, we shall be given the option to provide a subsequent performance within an adequate period
of time. If such subsequent performance fails, the contract partner may withdraw from the contract or
reduce the payment.
No claims for damages shall apply in case of an only insignificant deviation from the agreed quality, an
only insignificant impairment of the usability, in case of a natural wear or damage which arises after the
transfer of risk due to any incorrect or negligent treatment, excessive strain, unsuitable equipment,
unsuitable construction soil or based on special external influences which were not foreseeable under
the contract, and in case of irreproducible software errors. If the contract partner or any third party
performs any improper changes or repair work, no claims for defects shall apply to such or the
consequences arising from such.
The contract partner has, under their own responsibility, verified whether and how the goods ordered
from us can be used and applied by them. No claims for defects apply to the functioning of the
Deliveries for the use or application by the contract partner.
Claims of the contract partner for expenses required for subsequent fulfillment, in particular cost of
transport, road costs, labor and material expenses, shall be excluded, insofar as the expenses increase
since the contract partner subsequently transported the object of delivery to another place than the
contract partner’s defined branch, unless the relocation does not comply with the intended use or is
only possible with unreasonable costs due to the relocation for the intended purpose.
Any recourse of the contract partner pursuant to Sec. 478 of the BGB against us shall apply only insofar
as the contract partner has not made any agreements with their buyers which go beyond the statutory
claims for defects.
Any further claims of the contract partner against us and our vicarious agents for any material defect
other than those provided for in this Art. 9, regardless of their legal reason, shall be excluded, unless a
liability applies due to an intentional or grossly negligent violation of a duty or the injury of life, body or
health or due to the assurance of absence of any defects. The above regulations shall not be associated
with any change of the burden of proof to the detriment of the contract partner.

X. Industrial Property Rights, Copyrights and Defects of Title

Unless agreed otherwise, we undertake to make the Delivery free of any industrial property rights and
copyrights (hereinafter: Property Rights) only in the county of the place of delivery. Insofar as any third
party asserts any justified claims against us for the violation of Property Rights by any Deliveries
rendered by us and used in line with the contract, we shall be liable to the contract partner as follows
within the period specified in Art. 9 (2):
We will, at our choice and our cost, either obtain a right of use for the affected Deliveries, change them
so that no Property Right is violated, exchange them or voluntarily take them back. If that proves
impossible for us under reasonable conditions, the contract partner shall have the statutory rights of
withdrawal or reduction of payment.
The above-mentioned obligations apply only insofar as the contract partner immediately notifies us, in
writing, about the claims asserted by any third party, does not recognize any violation and insofar as
any defense measures and settlement negotiations remain reserved for us. If the contract partner stops
using the Delivery for reasons of mitigating the damage or for other important reasons, they shall be
obliged to notify the third party that no recognition of any violation of a Property Right is associated
with the stoppage of use.
Claims of the contract partner shall be excluded insofar as they are responsible for the violation of the
Property Right.
Furthermore, any claims of the contract partner shall be excluded insofar as the violation of the
Property Right is caused by special requirements requested by the contract partner, by an application
that is unforeseeable by us or by the fact that the contract partner changed the Delivery or used it
together with products not supplied by us.
In case of violations of Property Rights, the provisions of Articles 9 (4) and (5) shall apply, mutatis
mutandis, to the contract partner’s claims provided for in para. (1).
In case of other legal defects, the provisions under Art. 9 shall apply mutatis mutandis.
Any further claims of the contract partner against us and our vicarious agents for any legal defect other
than those provided for in this Art. 10, regardless of their legal reason, shall be excluded, unless a
liability applies due to an intentional or grossly negligent violation of a duty or the injury of life, body or
health or due to the assurance of absence of any defects. The above regulations shall not be associated
with any change of the burden of proof to the detriment of the contract partner.

XI. Other Claims for Damages

Any claims for damages and for the reimbursement of expenses of the contract partner (hereinafter
“Claims for Damages”), regardless of the legal reason, in particular due to the violation of duties under
the debt relationship and from tort shall be excluded.
That shall not apply insofar as a mandatory liability applies, e.g. under the Produkthaftungsgesetz
[Product Liability Act], in case of intent, gross negligence, the injury of life, body or health, the
acceptance of a guarantee for the quality of an object, the fraudulent concealment of a defect or the
violation of essential contractual duties. The claims for damages for the violation of essential
contractual duties shall, however, be limited to the foreseeable damage that is typical for the contract,
unless intent or gross negligence applies or in case of an injury of life, body or health or due to the
assurance of the absence of a defect.
Insofar as the contract partner is entitled to claims for damages under this Article, these shall become
statute barred upon expiry of the limitation period applicable to claims for material damages under
Art. 9 (2). That shall not apply to intent, gross negligence, the injury of life, body or health or in case of
a fraudulent concealment of a defect or in case of claims under the Produkthaftungsgesetz.
The above regulations shall not be associated with any change of the burden of proof to the detriment
of the contract partner.

XII. Personal Liability in Case of a Failure to Provide Information or Disinformation about Insolvency Risks

Contract partners with whom we are in ongoing business relations or which start business relations
with us are obliged to inform us about any existing or arising insolvency risks. Those shareholders
and/or managing directors of legal persons who intentionally or negligently violate this duty to provide
information, shall be personally liable to us for the reimbursement of the full damage that we incur due
to the violation of duty.

XIII. Data Storage

Data of our contract partner will only be stored in the legally permitted manner, insofar as that is
necessary for the proper delivery and performance of the contract.
XIV. Drawings and Other Documents
We reserve property rights and copyrights to drafts, drawings, calculations and other documents
provided to the contract partner. Such must not be used for any other purposes than those specified
and must not be made accessible to any third parties. In case the order is not awarded, they shall be
returned immediately.

XV. Place of Fulfillment and Place of Jurisdiction

The place of fulfillment for our Deliveries shall be at the registered office of the company, unless
another place is agreed upon at the time of order placement or the subsequent order confirmation.
The place of jurisdiction shall be at the Local Court of Schweinfurt or the Regional Court of
Schweinfurt, even in regard to bills of exchange or check-based claims; if the contract partner is not a
merchant in terms of the HGB [German Commercial Code], the competency as set forth in the ZPO
[German Code of Civil Procedure] shall apply. However, we shall also be authorized to sue the contract
partner at the place of their registered office or branch.

XVI. Choice of Law and Interpretation

The laws of the Federal Republic of Germany shall apply exclusively, to the exclusion of the United
Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 (CISG).

XVII. Miscellaneous

The conclusive performance of the order shall be deemed equivalent to an order acceptance.
The order relationship will be finally restricted by the customer’s order; amendments and supplements
shall be made in writing to be effective.
If individual provisions hereof are or will become invalid or impracticable after conclusion of the
contract, the remaining contract shall remain in full force and effect. The invalid or impracticable
provision shall be replaced by a valid and practicable provision the effects of which come as close as
possible to the economic objective pursued by the contract parties with the invalid or impracticable
provision. The above provisions shall apply, mutatis mutandis, in the event that the contract proves to
contain a loophole.