Conditions

1. Scope of these Provisions

1.1. These Terms and Conditions of Sale and Delivery shall apply exclusively to the entire business relationship, including future relationships, between us and the entrepreneurial contractual partner (hereinafter: the Customer). Deviations from these Terms and Conditions of Sale and Delivery require an express agreement. Purchasing conditions or other business terms of the Customer are not accepted.

1.2. If a framework agreement exists between the Customer and us, these Terms and Conditions of Sale and Delivery shall apply both to this framework agreement and to the individual order.

2. Offers, Product Descriptions

2.1. Our offers are subject to change and non-binding until the contract is concluded.

2.2. Orders placed by the Customer are binding for the Customer. A contract is concluded upon our written order confirmation or the execution of the delivery/service by us.

2.3. Verbal statements and information in our documents do not contain any guarantees. Dimensions, performance descriptions, and other information regarding the nature of the delivery item serve for specification purposes and do not constitute guarantee assumptions. We also assume no guarantee for the properties of samples or specimens. Insofar as the materials to be used by us are contractually specified, we only guarantee compliance with the specification and not the suitability of the materials for the contractual purpose. We are only obligated to provide notifications in the event of their obvious unsuitability.

3. Delivery Date, Delivery

3.1. Our delivery obligation and the delivery period are subject to the reservation of proper, complete, and timely self-supply. Delivery dates and periods are approximate dates. If all details of the order are not clarified in time by the Customer, or if all preliminary services of the Customer are not provided in time, the delivery dates shall be extended accordingly. Delivery dates are deemed to have been met upon notification of readiness for dispatch.

3.2. We are entitled to make partial deliveries insofar as these are reasonable for the Customer.

3.3. The Customer must check and acknowledge the delivery note. Any objections must be reported to us in writing immediately. Otherwise, the acknowledged delivery quantity shall be deemed accepted. Excess and short deliveries of up to 10% of the ordered quantities must be accepted by the Customer as being in accordance with the contract.

3.4. Delivery delays due to operational disruptions, official measures, or force majeure lead to a reasonable extension of the delivery period. The same applies to delivery delays caused by the aforementioned events at our suppliers. Force majeure also includes industrial action measures, including strikes and lawful lockouts in our company or at our suppliers. If the delivery subsequently becomes impossible or unreasonable for one of the parties due to such events, both parties are entitled to withdraw from the contract.

3.5. If the Customer suffers damage due to a delivery delay caused by our fault, the Customer may claim compensation for this at a maximum of 5% of the value of the affected part of the total delivery. In the event of a delay in delivery, the Customer may withdraw from the contract after setting a reasonable grace period in writing if the performance does not occur within the grace period. Otherwise, Section 9 of these conditions applies to liability in the event of delay or impossibility.

4. Shipping and Transfer of Risk

4.1. Delivery is made from our warehouse in Horst. We arrange the shipment to the Customer in their name and at their risk. This also applies if we bear the costs of transport and/or insure it based on individual agreements or if we set up/install the delivery item at the Customer's premises.

4.2. At the request of the Customer and at their expense, we will conclude transport insurance. In selecting the transport insurer, we are only liable for the customary care taken in our own affairs.

4.3. Delivery items reported as ready for dispatch must be called up immediately upon reaching the delivery date. If dispatch is delayed due to circumstances for which the Customer is responsible, the Customer shall be in default from the day of notification of readiness for dispatch. The risk shall thus pass to the Customer. We are then entitled to store the goods at the risk and expense of the Customer.

4.4. Should the shipment to the Customer not be prepaid by us, the recipient is obligated to pay the freight upon delivery. Insofar as we are obligated to bear the transport costs based on an individual agreement, the Customer may in this case deduct the freight paid by them when settling the invoice. If we are obligated by individual agreement to bear the transport costs, this applies at most to the distance between our plant and the destination specified in the confirmation. Any increase in freight costs due to subsequent changes in the mode of transport, the transport route, the destination, or similar circumstances affecting the freight costs shall be borne by the Customer. For deliveries to stations closer than those specified in the confirmation, the freight will be borne by us according to the aforementioned principles up to the actual destination at most.

5. Prices and Price Changes

5.1. Prices apply ex our warehouse in Horst plus the value-added tax applicable at the time of the conclusion of the contract. Subsequent changes to the scope of delivery and delivery time by the Customer entitle us, if we accept them, to a reasonable adjustment of the price.

5.2. We will charge the Customer for packaging at cost price. Disposal costs for packaging material that unavoidably fall to our expense under the relevant legal provisions will be invoiced to and paid by the Customer.

5.3. If the statutory VAT rate increases between the conclusion of the contract and the actual delivery, the agreed gross purchase price shall increase accordingly.

5.4. If the Customer purchases the goods from us at the list price and the list price changes between the conclusion of the contract and the actual delivery, the agreed purchase price shall change accordingly. Any agreed discounts shall also be taken into account with regard to the changed purchase price. If the purchase price agreement is not based on the list price, we are entitled to adjust the purchase price reasonably afterward if the cost factors for the goods or for other agreed services change significantly. If such a price adjustment leads to a significant price increase, the Customer is entitled to withdraw from the contract.

6. Payment Terms, Offsetting, and Right of Retention

6.1. Payment must be made according to our current price list within 10 days of provision and invoicing minus a 3% discount, or within 30 days after maturity and receipt of the invoice or after receipt of the consideration, net cash. If shipping is via cash on delivery (COD), the costs of the COD shall be borne by the Customer. Partial deliveries can be invoiced separately.

6.2. The receipt on our bank account is decisive for the fulfillment, the timeliness of the payment, and the accrual of any agreed discounts.

6.3. We are not obligated to accept checks or bills of exchange. Payment by check and/or bill of exchange is made exclusively for the purpose of performance.

6.4. Even if a payment term has been agreed upon, we may demand immediate payment of all claims and/or make deliveries dependent on advance payments or suitable securities if a significant deterioration in the income and financial circumstances of the Customer has occurred or if such is expected for the future based on objective circumstances. In the event of a deferral or installment payment agreement, all claims against the Customer shall become due immediately if the Customer finally refuses a payment or falls into arrears with a due payment for more than 14 days. This does not apply if the outstanding amount accounts for less than 10% of the outstanding claims.

6.5. In the event of default by the Customer, we may, subject to further claims, demand interest on the outstanding amount at a rate of 8 percentage points above the base interest rate (§247 BGB) as well as a cost share per reminder of EUR 2.50.

6.6. Offsetting by the Customer with counterclaims is excluded, unless these are undisputed, recognized, or legally established claims of the Customer. Furthermore, the Customer is only authorized to exercise a right of retention if their counterclaim is based on the same legal relationship.

7. Liability for Defects

7.1. The Customer is obligated to inspect the delivered goods immediately at their expense and to notify us in writing immediately of any defects, incorrect deliveries, obvious non-approvable incorrect deliveries, or short quantities. An exclusion period of seven days from receipt of the delivery applies to the notification. Hidden defects must be reported to us in writing immediately, at the latest seven days after discovery. An examination of the complained defects by us does not constitute a waiver of the assertion of the delay regarding the complaint.

7.2. Any quality defects in a partial delivery do not entitle the Customer to reject the remainder of the completed quantity, unless the Customer can prove that the acceptance of only a part of the delivery is unreasonable for them under the circumstances.

7.3. Damage caused by external influence, improper handling, faulty operation, ordinary wear and tear, or corrosion is excluded from the warranty, as no defect then exists.

7.4. For goods that are defective at the time of the transfer of risk, we will, at our choice, provide a replacement free of charge or perform repairs. If we let a period set for subsequent delivery or repair pass fruitlessly through our fault, if the supplementary performance has finally failed, if we refuse it, or if it is impossible or unreasonable for the Customer, the Customer may withdraw from the contract or reduce the purchase price. If there is only an insignificant defect and the goods can be used by the Customer without disadvantage, they only have the right to reduce the purchase price. This right is limited to the affected partial delivery, unless such a limitation is unreasonable for the Customer due to the nature of the matter. If the specified performance quantities are not achieved, the Customer is only entitled to a reasonable reduction after the failure to remedy the defects. This does not apply if the performance parameters are expressly guaranteed or if the acceptance of the delivery item is unreasonable under the given circumstances.

7.5. Warranty claims expire in one year from the start of the statutory limitation period. The limitation period in the case of a delivery recourse according to §§ 478, 479 BGB remains unaffected by the provisions of the two preceding sentences. Claims for damages due to injury to life, body, or health caused by defects or according to the Product Liability Act are also not limited by these provisions. Other warranty-related claims for damages in the event of gross negligence, intent, or violation of essential contractual obligations (for the term of essential contractual obligations, see provisions under Section 9 "Liability") by us are also not limited by these provisions.

8. Retention of Title

8.1. The delivered goods (reserved goods) remain our property until full payment of all our claims arising from the business relationship with the Customer existing at the time of the respective conclusion of the contract. The reserved goods shall furthermore remain our property until full payment of our future claims.

8.2. Pledging or transfer of ownership by way of security of the reserved goods to third parties and the assignment or pledging of expectancies for them are excluded. In the event of seizure and confiscation by third parties, including the assertion of liens such as landlord's liens and other impairments of our security rights, we must be notified immediately. The costs of an intervention by us shall be borne by the Customer, insofar as they cannot be obtained from the respective third party.

8.3. If the Customer acquires the reserved goods for the purpose of immediate resale, the Customer is entitled to sell them in the ordinary course of business. If the reserved goods are not intended for immediate resale, resale without our prior consent is inadmissible. Resale is also inadmissible if the resulting claim is covered by earlier disposals by the Customer in favor of third parties, for example, by a global assignment. The claims arising from the sale of the reserved goods are already now assigned to us in full with all ancillary and security rights with effect from the time of their occurrence. We hereby accept the assignment. If reserved goods are sold together with other goods, the assignment shall take place in the amount that we have proportionally invoiced to the Customer for the affected reserved goods. In the event that we are only entitled to a co-ownership share in the reserved goods, the assignment shall be in the amount corresponding to the value invoiced by us to the Customer for the reserved goods delivered by us and contained therein, which established the co-ownership share. All assignments are made primarily for us. If the Customer includes the claims from a resale of reserved goods in a current account relationship existing with its buyers, the respective recognized balance claims and the final balance claim are assigned to us to the extent that they contain individual (partial) claims that would have been assigned according to the preceding provisions if they had not been claims to be set in the current account. Any other assignment, pledging, or other encumbrance of these claims or parts of claims is inadmissible.

8.4. As long as the Customer meets its payment obligations toward us, the Customer may collect the claims for themselves in the ordinary course of business. The assignment of the claim is excluded. This does not apply in the case of assignment for the purpose of claim collection by way of factoring, if at the same time the obligation of the factor is established to effect the consideration in the amount of our share of the claim directly to us as long as claims on our part against the Customer still exist.

8.5. In the event of default of payment by the Customer of more than one month, the suspension of payments by the Customer, a check or bill of exchange protest at the Customer (insofar as we are in any way the beneficiary of this check or bill of exchange), an occurring seizure of reserved goods, or the application for the opening of insolvency proceedings or a judicial or extrajudicial composition proceeding over the assets of the Customer, the Customer's right to resell the reserved goods and also the right to collect the claims expire. We must be informed immediately of the aforementioned events. A list of existing reserved goods must be sent to us. The reserved goods are to be stored separately and returned to us immediately upon our request. We are furthermore immediately entitled to collect the claims assigned to us. The assigned claims must be disclosed to us immediately with their composition, amount, date of origin, as well as with first and last names and addresses of the third-party debtors. This also applies to all other information required for ordering and collecting the claims. The third-party debtors must be informed immediately by the Customer about the assignment. The Customer must provide us with a deed of assignment upon request. The funds received after the expiration of the right to collect claims for claims assigned to us are to be accepted in trust up to the amount of all secured claims and immediately paid out to us or accumulated in a special account with the designation "Money held in trust for VICTOR Europe GmbH." The Customer agrees with us that the received money is our property. The Customer already now assigns the claims from the mentioned account to us. We accept this assignment.

8.6. After withdrawal from the contract or after a reasonable deadline has been set according to § 323 BGB and has expired fruitlessly, we are entitled to freely utilize returned goods. The proceeds from the utilization will be credited to the Customer. Reasonable costs for retrieval, processing, and sale are to be deducted from the utilization proceeds. The salaries of our employees deployed for this purpose are to be included proportionally. 25% of the utilization proceeds are to be set as sales costs. However, a maximum of the amount that a company of our commercial level would usually pay as a purchase price for the returned reserved goods, taking into account their condition at the time of return and their location, will be credited. For goods manufactured by us, a maximum of our direct prime cost, disregarding administrative and distribution costs, will be credited. The credited amounts will be offset against our claims until the latter are extinguished.

8.7. The Customer is obligated to insure the reserved goods at their own expense to the usual extent, but in any case against fire, storm, water, and theft damage, sufficiently at replacement value and to prove the insurance coverage to us upon request. They hereby assign their claims against the insurance company and/or other third parties in connection with the reserved goods to us in the amount of the share attributable to our reserved goods. We accept the assignment. The other provisions agreed within the scope of this retention of title apply accordingly.

8.8. Insofar as our secured claims are secured by reserved goods and/or assignments or other securities not only temporarily by more than 110%, we will release security rights at our choice up to the aforementioned limit at the request of the Customer. In the valuation of the securities, the realizable proceeds from the utilization of the securities are to be assumed. In no case, however, shall a higher value be assumed than that value which is to be credited to the Customer according to the preceding regulations in the case of a return or in the case of claim collection by us. Claims are to be valued according to the principles of proper accounting and, if necessary, discounted. The Customer must provide us with the information necessary for this evaluation immediately upon request.

9. Liability

9.1. Claims for damages of any kind—within and outside the liability for defects—e.g., from delay or impossibility, due to violation of other contractual obligations, from fault at the conclusion of the contract, from tort, or from any other legal reason, in particular also due to damages that do not arise on the delivery item itself, are excluded. The above liability exclusions do not apply:

• in the case of intent or gross negligence of our executive bodies and employees,
• if quality and durability guarantees are violated,
• if life, body, or health are injured by the damaging action,
• for liability according to the Product Liability Act.

9.2. In the event of a culpable breach of essential contractual obligations, we shall also be liable; in this case, liability—except in cases of intent and gross negligence—is limited to the contractually typical, reasonably foreseeable damage. An essential contractual obligation in this sense is any obligation whose fulfillment makes the proper execution of the contract possible in the first place and on whose compliance the Customer may regularly rely.

10. Resale

The resale of our products abroad requires our express prior consent due to possibly existing, differing, national regulations.

11. Place of Performance, Jurisdiction, Applicable Law

11.1. The place of performance for payment and delivery of goods is Horst.

11.2. For Customers who are merchants, legal entities under public law, or special funds under public law, Hamburg is agreed upon as the place of jurisdiction. We can also sue the Customer at the court responsible for their registered office or branch.

11.3. Exclusively German law applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

12. Data Protection

We are entitled to process and store data about the Customer received in connection with the business relationship—even if these originate from third parties—within the meaning of the Federal Data Protection Act (BDSG) and to have them processed and stored by third parties commissioned by us.