Contents

• 1 Scope of application
• 2 Offers
• 3 Warranty and liability
• 4 Retention of title
• 5 Law and jurisdiction
• 6 Severability

1 Scope of application

These General Terms and Conditions apply exclusively to customers who are not consumers within the meaning of Section 13 of the German Civil Code (BGB). They are intended in particular for businesses, commercial resellers, public institutions, laboratories, research institutions and other professional customers.

Any deviating, conflicting or supplementary terms and conditions of the customer shall only become part of the contract if we have expressly agreed to their application in writing.

2 Offers and conclusion of contract

Our offers in catalogues, price lists, product data sheets or on our website are non-binding and subject to change. They constitute an invitation to the customer to submit an offer to conclude a business transaction.

A contract is only concluded once we expressly confirm the order, dispatch the goods or begin providing the service.

3 Warranty and liability

Claims for material defects or non-performance shall exist in accordance with the statutory provisions unless otherwise provided in these terms.

The customer may only claim damages for material defects or non-performance if the damage was caused by us intentionally or through gross negligence. This limitation of liability does not apply to damage resulting from injury to life, body or health.

The customer is obliged to inspect the delivered goods immediately upon receipt and to notify us of any visible defects without undue delay.

4 Retention of title

4.1 Simple retention of title

We retain ownership of the goods delivered by us until all claims arising from the respective delivery contract have been paid in full.

a) Careful handling of the goods and insurance obligation

As long as ownership has not yet passed to the customer, the customer is obliged to handle the purchased goods with care and to insure them at replacement value against theft, fire and water damage at the customer’s own expense.

b) Maintenance and inspection

If maintenance or inspection work is required before ownership passes, the buyer must arrange for such work to be carried out in due time and at the buyer’s own expense.

c) Seizure or third-party interference

If the goods are seized or otherwise subject to third-party interference, the buyer must inform us immediately in writing. If the third party is unable to reimburse us for the judicial and extrajudicial costs of an action pursuant to Section 771 of the German Code of Civil Procedure (ZPO), the buyer shall be liable for the loss incurred by us.

4.2 Extended retention of title

a) Resale

The customer is entitled to resell goods delivered under retention of title in the ordinary course of business. The customer hereby assigns to us, in advance, the claims against its own customer arising from such resale in the amount of the purchase price agreed with us, including the applicable value-added tax.

The buyer remains authorised to collect the claim even after the assignment. Our right to collect the claim ourselves remains unaffected. However, we will not collect the claim ourselves as long as the customer duly fulfils its payment obligations, is not in default of payment and no application for the opening of insolvency proceedings against the customer has been filed.

b) Processing, transformation and installation into other items

Any processing or transformation of the purchased goods by the buyer shall always be carried out in our name and on our behalf. If the goods are processed together with items not owned by us or installed into an item not owned by us, we shall acquire co-ownership of the new item in proportion to the objective value of the goods sold by us compared with the other processed or connected items at the time of processing or connection.

To secure our claims, the buyer also assigns to us any claims against third parties arising from the connection of the goods delivered under retention of title with real property. We hereby accept this assignment in advance.

c) Release of securities

At the buyer’s request, we undertake to release the securities to which we are entitled insofar as their realisable value exceeds the claims to be secured by more than 20%.

5 Governing law and place of jurisdiction

The entire legal relationship between the buyer and Hornik GmbH shall be governed by the law of the Federal Republic of Germany.

The place of performance and exclusive place of jurisdiction for all disputes arising from the business relationship shall be the registered office of Hornik GmbH, insofar as legally permissible.

6 Severability clause

Should individual provisions of these General Terms and Conditions be or become invalid, or should they contain a gap, the validity of the remaining provisions shall remain unaffected.

The parties undertake to replace the invalid or missing provision with a legally permissible provision that comes as close as possible to the economic purpose of the original provision.