General Terms and Conditions Innovative Production Systems GmbH (IPS)

1. Conclusion of Contract

1.1. The customer is bound by their order for four weeks. The purchase contract becomes effective when IPS confirms the customer's order in writing within four weeks of receipt or when the delivery is executed within the specified period.

1.2. Offers from IPS are non-binding and can be withdrawn by IPS at any time until the contract is concluded.

1.3. In case of any discrepancies between the order and the order confirmation, the scope of performance stated in the order confirmation by IPS is binding, unless the customer objects in writing within ten days of receiving the order confirmation.

1.4. Characteristics of the subject matter of the contract or the contractual service are considered assured by IPS only if explicitly designated as assured characteristics. IPS reserves the copyright and ownership of all contract documents, such as offers, cost estimates, drawings, or other proposal documents. The ownership of these contract documents only transfers to the customer if agreed upon in writing. The customer must promptly return the contract documents to IPS if requested during contract negotiations or if a contract does not materialize. The customer explicitly waives any right of retention or refusal to perform regarding these contract documents. The customer is not authorized to disclose the contract documents provided to them to third parties.

1.5. If the customer's financial circumstances deteriorate after the contract is concluded, IPS is entitled to request a security deposit from the customer within a period of 14 days, in accordance with §§ 232 et seq. of the German Civil Code (BGB). If the customer fails to comply with this request, IPS is entitled to withdraw from the contract and claim damages.

2. Contractual Content

2.1. The following order of precedence shall apply to the content of the contractual relationship between IPS and the customer:

2.1.1. written agreements, 2.1.2. oral agreements, provided they are confirmed in writing by IPS, 2.1.3. order confirmation by IPS, 2.1.4. these general terms and conditions, 2.1.5. exclusively the laws of the Federal Republic of Germany, subject to the limitation and supplementation specified in the following Clause 3).

2.2. Only these General Terms and Conditions of IPS shall apply between IPS and the customer, even if the customer's terms and conditions contradict (even partially) and IPS has not expressly objected to them. The customer's terms and conditions are therefore not binding for IPS and will only become part of the contract if expressly acknowledged in writing by IPS.

These General Terms and Conditions of IPS shall also apply in the context of future business relationships between the same parties, even if not expressly agreed upon again.

3. Import and Export Control

3.1. Relevant provisions of import and export control within the meaning of this section include, but are not limited to: the Foreign Trade Act (AWG), the Foreign Trade Regulation (AWVO), the so-called EU Dual-Use Regulation (currently Regulation (EU) No. 428/2009 of the Council of 05.05.2009), existing country and person embargoes, including embargo measures to combat terrorism (so-called anti-terrorism lists), the War Weapons Control Act (KrWaffKontrG), as well as the Implementation Act to the Chemical Weapons Convention (CWÜAG), all in their respective current versions, including all annexes, implementing regulations, and other supplementary provisions.

3.2. The customer guarantees to comply with all applicable import and export control regulations and to obtain any necessary import or export permits when carrying out the transaction and, in particular, when reselling the goods obtained from IPS. The customer undertakes to indemnify IPS and compensate IPS for any damages arising from claims made by third parties against IPS due to the customer's violation of the relevant import and export control regulations.

3.3. The customer undertakes to promptly notify IPS in writing of any known prohibitions or authorization requirements concerning the delivery of the ordered goods and equipment, as required by the relevant import and export control regulations.

3.4. If the delivery of the ordered goods and equipment is subject to an authorization requirement, the customer undertakes to make every effort to obtain the authorization and provide IPS with all necessary information and documents.

3.5. If the customer violates any of the above provisions and as a result IPS is held liable by a third party or if the delivery of the ordered goods and equipment becomes impossible, IPS is entitled to terminate the contract. The right to claim damages remains unaffected.

3.6. If the delivery of the ordered goods and equipment becomes impossible due to export restrictions that come into effect after the conclusion of the contract (e.g., due to an embargo or an escalation of an embargo), IPS is also entitled to terminate the contract.

4. Delivery Deadlines and Dates

4.1. Delivery and other deadlines or dates specified by IPS are generally non-binding, unless they are expressly agreed or confirmed in writing as binding (fixed dates).

4.2. The start of the deadline for calculating delivery deadlines and dates is the conclusion of the contract as stated in the preceding paragraph 1), but not before IPS has received all the necessary documents from the customer, which the customer is obliged to provide for the execution of the service by IPS.

4.2.1. In the event of a customer's failure to meet a binding deadline specified by IPS, the customer is obliged to set a reasonable grace period for delivery/performance, but not less than three weeks. If this grace period expires without result, the customer may terminate the contract and claim damages. However, IPS will only be liable for damages if IPS or its representative or vicarious agent has committed willful misconduct or gross negligence or if explicit assurances from IPS are not fulfilled. The amount of damages is limited to the typically foreseeable damage incurred by the customer. Regardless of the above limitation of liability, IPS shall be liable for any violation of life, body, or health in accordance with the mandatory statutory provisions of the Federal Republic of Germany.

4.2.2. If an non-binding deadline is exceeded by IPS, the customer must set a reasonable grace period of at least six weeks. If this grace period expires without result, the provision in paragraph 4.2.1. applies accordingly.

4.2.3. In cases where the customer incurs delay damages that IPS is obliged to compensate for according to the agreements in these terms, the compensation is limited to an amount of 0.5% for each completed week of delay, but not exceeding 3% of the contractually agreed remuneration or the partial remuneration for the outstanding part of the total delivery.

4.3. If the non-compliance with deadlines or dates by IPS is due to subcontractors or suppliers of IPS not providing their services on time without IPS's fault, both contracting parties may withdraw from the contract if the bindingly agreed deadline (fixed date) has been exceeded by more than four months. In this case, there are no mutual claims.

4.4. In case of force majeure, strike, fire, or any other impediments beyond IPS's control, the delivery/performance period for IPS shall be extended for the duration of the hindrance. However, the customer is entitled to withdraw from the contract six months after the expiry of the originally agreed deadline (fixed date). In this case, the customer shall not be entitled to any claim for damages, regardless of the legal basis.

4.5. If a agreed delivery or performance date is endangered by a circumstance for which the customer is responsible, such as the non-timely delivery of materials, drawings, plans, sketches, or samples, IPS may withdraw from the contract after setting a grace period of two weeks and claim damages from the customer, but at least compensation in the amount of 10% of the order value. IPS reserves the right to claim higher damages upon proof, while the customer is entitled to prove that lower or no damages were incurred by IPS.

4.6. If changes to the contract are agreed upon after the conclusion of the contract, which affect the agreed delivery period or agreed dates, a new date shall be agreed upon between the contracting parties. The previous scheduling agreements shall no longer be valid.

5. Scope of Services

5.1. The scope of services is determined by the contract content according to the preceding paragraph 2).

5.2. The service is generally provided ex works by IPS. The customer is obliged to provide IPS with the exact address of the delivery address.

5.3. IPS reserves the right to make design and other changes to the service if these changes are reasonable for the customer, particularly if the changes have technical reasons and do not impair the generally customary or contractually agreed use of the service.

5.4. Documents provided by IPS, such as illustrations, drawings, weight specifications, sizes, dimensions, and technical data, are only to be regarded as approximate unless expressly designated as binding in writing by IPS.

5.5. Packaging materials will be taken back by IPS in accordance with legal regulations.

5.6. If the shipment is made in crates or railway containers, the rental of these containers, according to IPS's rental price list, shall be borne by the customer.

6. Shipment of the Goods

6.1. The risk of the goods passes to the customer as soon as the goods are handed over to the carrier, even if IPS transports the goods with its own means of transport. This also applies to deliveries free, FOB, CIF, or delivery ex works fully assembled.

6.2. The risk of the goods also passes to the customer when IPS has sent the customer a notice of completion requesting the customer to pick up the goods and the reasonable period set by IPS for the customer to pick up the goods has expired without result.

6.3. The costs of transporting the goods shall be borne by the customer, unless IPS has agreed in writing to bear the transportation costs.

6.4. IPS is not obliged to insure the goods to be shipped against theft, breakage, transport, or fire damage unless IPS has agreed to do so in writing. In this case, the costs of insurance shall be borne by the customer.

7. Prices and Payment Terms

7.1. The agreed prices always apply ex works, excluding packaging; additional services will be charged separately. Prices are generally understood to be exclusive of any applicable value-added tax (VAT). VAT will be invoiced separately.

7.2. The customer shall bear the costs of packaging the goods, which will be invoiced by IPS at cost price.

7.3. Unless otherwise agreed, payments shall be made as follows:

7.3.1. Regarding process equipment: immediate payment in full upon receipt within one week after delivery of the goods and invoicing. 7.3.2. Regarding machinery and equipment: 50% of the contract amount upon order confirmation; an additional 40% upon notification of readiness for shipment; remaining 10% 30 days after delivery and, if agreed, acceptance. 7.3.3. Regarding services and work (Eco-Pacs, repairs): immediate payment in full upon receipt within one week after the completion of the service and invoicing.

7.4. The timely payment is determined by the receipt of payment at IPS.

7.5. The agreed price between the parties remains valid if the contractual performance is completed within four months after receipt of the order confirmation from IPS. If this period of four months is exceeded, IPS reserves the right to make a reasonable price increase due to increased manufacturing or material costs. In the event that such price increase exceeds 10%, the customer has the right to terminate the contract. The customer must declare the termination within two weeks after written notification of the price increase. In this case, no claims exist between the parties.

7.6. If the customer fails to meet the payment deadlines mentioned above, the customer is automatically in default without further reminder. In case of default, the customer is liable to pay default interest to IPS at a rate of eight percentage points above the respective base interest rate of the ECB (European Central Bank). Additional interest damages proven by IPS are not excluded. IPS may charge a flat fee of EUR 5.00 for each reminder.

7.7. If installment payments are agreed upon, the entire remaining debt of the customer becomes due for payment immediately if the customer is in default with a rate for more than two weeks, ceases payments, or files for insolvency or if insolvency proceedings are initiated against the customer's assets.

7.8. IPS only accepts payment instructions, checks, and bills of exchange upon special agreement and only for the purpose of payment, with all expenses being charged to the customer.

7.9. If the customer is in default with their payments, IPS may, without prejudice to the provisions in section 11), withdraw from the contract and claim damages after setting a grace period of 14 days.

8. Acceptance

8.1. The customer is obliged to accept the provided goods within 14 days, immediately upon delivery. If the goods are not accepted, IPS sets a grace period of eight days for the customer. After the expiration of this futile period, IPS has the right to withdraw from the contract and claim damages. Setting a grace period is not necessary if the customer has already definitively refused to fulfill the contract. The provisions in section 4.5. apply accordingly to determine the amount of damages owed to IPS.

8.2. In case of non-acceptance of the performance, IPS is also entitled to charge a storage fee for the storage of the delivered goods, which is calculated based on the occupied storage area (in square meters) using a rate of EUR 4.00 per started month.

8.3. If the customer detects a deviation in quantity or a defect upon acceptance of the goods, they must immediately notify IPS of this deviation in quantity or defect in writing, at the latest within eight calendar days. IPS must be given a reasonable period of at least three weeks by the customer to rectify the deviation in quantity or defect. If IPS allows this period to elapse without remedying the deviation or defect, the customer may withdraw from the contract and claim damages. However, IPS's liability for damages only exists if IPS or a representative of the company or an agent acting on its behalf is guilty of intent or grossly negligent breach of duty, or if a guaranteed characteristic was not fulfilled by IPS. The aforementioned limitation of liability does not apply in the event of a violation of life, body, or health; in this case, liability applies for any culpable breach of duty, including by representatives or agents.

8.4. If IPS asserts a claim for damages according to the aforementioned clause 8.1 due to the customer's failure to accept the performance, IPS is entitled to freely dispose of the subject matter of the contract, in particular to dispose of it at the customer's expense through a cover sale. The proceeds from this cover sale will be credited to the customer after deduction of the disposal costs.

9. Warranty

9.1. IPS warrants that the contractual performance complies with the agreements and the current state of the art and is also suitable for the agreed or customary use.

9.2. The warranty period is limited to one year (statute of limitations). The warranty period begins with delivery, acceptance, or notification of readiness for delivery.

9.3. In the event of defects, the customer initially only has the right to subsequent performance by IPS. For subsequent performance, the customer must first set a reasonable period of at least three weeks for IPS. If IPS does not carry out subsequent performance within this period or if it finally fails, which is the case after three unsuccessful attempts at rectification, the customer may assert further statutory warranty rights. However, the customer is only entitled to a claim for damages if IPS, a representative, or agent of IPS is guilty of intent or gross negligence, or if guaranteed characteristics are missing. This limitation of liability does not apply in the event of a violation of life, body, or health.

9.4. In the event of any liability for damages by IPS, the compensation for damages is limited to the damage typically incurred by the customer. Therefore, IPS is not liable for remote damages, nor for damages that were not foreseeable for the contracting party and not for damages that could have been avoided by the customer.

9.5. IPS's liability is excluded if a defect is attributable to the customer or a representative of the customer or an agent of the customer providing defective material, tools, equipment, or faulty plans or giving explicit instructions that led to the defect.

9.6. If the customer or third parties make modifications to the delivered item, any warranty claims against IPS shall be void.

9.7. In the case of defects in the contractual performance that are based on supplied parts, IPS's liability towards the customer is limited to the extent that the upstream supplier or subcontractor is liable to IPS. In all other respects, the provision of clause 9.3 shall apply.

9.8. The warranty period is not extended by subsequent performance.

9.9. In the course of subsequent performance, replaced items become the property of IPS.

9.10. IPS bears the costs of subsequent performance, in particular transport, travel, labor, and material costs.

10. Liability

10.1. Notwithstanding the foregoing provisions, IPS shall only be liable for damages resulting from intent or grossly negligent breach of duty by IPS, its representatives, or vicarious agents. There is no liability for ordinary negligence.

10.2. This limitation of liability does not apply to damages resulting from injury to life, body, or health. The limitation of liability also does not apply if expressly warranted characteristics are not met.

10.3. Claims of the customer or third parties under the provisions of the Product Liability Act remain unaffected.

10.4. The customer is obligated to immediately report damages and losses to IPS in writing, stating the cause, and then promptly provide the amount. If the customer fails to comply with this obligation, the customer shall be liable for damages to IPS.

11. Retention of Title

11.1.1.1. IPS retains ownership of the delivered contractual object until full settlement of its claims arising from the concluded contract with the customer. The retention of title also applies to all claims that IPS is entitled to against the customer in connection with the concluded contract, e.g., due to repairs, supplementary and/or replacement deliveries, ancillary services, etc.

11.1.1.2. If the customer resells the contractual object, the customer hereby assigns to IPS the claims arising from the resale up to the amount of the claims owed to IPS. IPS accepts this assignment.

11.1.1.3. If the customer is a legal entity under public law, a special public fund, or a merchant for whom the contract is part of operating a commercial business, the retention of title also applies to all claims that IPS has against the customer in the ongoing business relationship.

11.1.1.4. As long as the retention of title in favor of IPS exists, the customer may only pledge, transfer by way of security, rent/lease, or otherwise dispose of the contractual object with the prior written consent of IPS, to the extent that it impairs the interests of IPS. This does not affect the customer's right to process or resell the contractual object within the ordinary course of business. If the customer fails to fulfill its payment obligations under the contract with IPS, IPS is entitled to disclose the aforementioned assignment of claims (Clause 11.1.2.) to the customer after giving prior notice and to collect the claim itself. In this case, IPS can also disclose the extended retention of title in accordance with the aforementioned Clause 11.1.3. and assert the resulting claims directly.

11.2. The customer may only use the contractual object until full payment of the price to IPS. The transfer of the contractual object requires the prior written consent of IPS. The customer is obliged to disclose the respective location of the contractual object. IPS is entitled to demand the return of the contractual object prematurely in the event of any violation; the customer expressly waives any right of retention in this regard.

11.3. If third parties take possession of the contractual object during the period of retention of title, particularly through seizures, the customer shall immediately notify IPS and inform the third party of IPS's ownership right. The customer shall bear all costs incurred by IPS in the event of access and the recovery of the contractual object, to the extent that these costs cannot be recovered from third parties.

11.4. For the duration of the retention of title, a loan relationship is agreed upon between the contracting parties, whereby the customer is entitled to possession and use of the subject matter of the contract as long as they fulfill their obligations under the contract. If the customer fails to fulfill their obligations, particularly payment obligations, towards IPS, IPS may demand the return of the subject matter of the contract after an unsuccessful expiration of a reasonable deadline set by IPS for the customer to remedy the non-compliance. The customer explicitly waives any right of retention, unless the customer is entitled to a right of retention resulting from the contract relating to the subject matter of the contract.

11.5. If the subject matter of the contract supplied by IPS is combined or mixed in accordance with Sections 947 et seq. of the German Civil Code (BGB), IPS shall be entitled to a co-ownership share in the unified object corresponding to the value of its claim under the contract. The contracting parties already agree on the transfer of ownership and further agree that, for the duration of the co-ownership of the contracting parties, the customer shall hold the co-ownership share of IPS on loan. The same applies to the processing or transformation of the subject matter of the contract in accordance with Section 950 of the BGB.

11.6. If, with the customer's consent, the subject matter of the contract is combined, mixed, or transformed by a third party within the meaning of Sections 947 et seq. of the BGB, and the customer has agreed with the third party to acquire co-ownership rights, the customer hereby transfers their co-ownership share to IPS. The contracting parties already agree on the transfer of ownership, whereby the customer also holds the co-ownership share on loan in this case and, in accordance with Section 930 of the BGB, confers possession on IPS.

11.7. If the value of the securities existing for IPS under the above provisions of simple, extended, or expanded retention of title exceeds IPS's total claim by more than 20% on a non-temporary basis, IPS agrees, at the customer's request, to release the excess securities in favor of the customer. The value of the securities is determined based on the realizable value of the collateral.

12. Installation of Machinery and Equipment

12.1. IPS recommends that the customer arrange for the installation of machinery and equipment by experienced technicians from the company. IPS charges the customer for the use of a technician, in addition to travel expenses, freight costs, and the cost rates determined by IPS in the corresponding conditions.

12.2. If the installation or commissioning (acceptance) is delayed due to circumstances within the customer's sphere, i.e., without fault on the part of IPS, the customer shall bear all costs for waiting times (personnel deployment) and the provision of operating resources.

13. General Provisions

13.1. The contracting parties hereby agree to the written form (see also preceding Clause 1). This also applies to side agreements and assurances, as well as subsequent changes and additions to the contract unless the contracting parties explicitly agree that an oral agreement shall be binding.

13.2. The assignment of rights and obligations, as well as claims of the customer arising from the concluded contract, to third parties requires the prior written consent of IPS. However, consent may not be unreasonably withheld.

13.3. The customer may only set off a claim against IPS if the claim for set-off has been legally established or acknowledged by IPS.

13.4. The customer may only assert a right of retention or refusal to perform against IPS in accordance with the provisions set forth above if the claims arise from the same contractual relationship. The exercise of a right of retention or refusal to perform by the customer against IPS arising from a different contractual relationship is explicitly excluded.

13.5. The parties agree that the place of performance for both parties' obligations under the contractual relationship shall be the registered office of IPS.

13.6. As the place of jurisdiction between the contracting parties - to the extent that the customer is a merchant within the meaning of the law - depending on the jurisdiction over the dispute, the jurisdiction of the local court (Amtsgericht) in Freudenstadt or the regional court (Landgericht) in Stuttgart is agreed upon, including for actions related to checks and bills of exchange. However, IPS is not precluded from taking legal action against the customer in accordance with general jurisdiction provisions.

13.7. The contractual and legal relationship between IPS and the customer is exclusively governed by the formal and substantive law of the Federal Republic of Germany. The application of legal provisions of other countries is explicitly excluded. The application of the UN Convention on Contracts for the International Sale of Goods (CISG) is also excluded. This provision does not affect the agreements on import and export control referred to in the above paragraph 3), according to which the provisions mentioned there and generally referred to therein shall apply within this framework.

13.8. If individual provisions of the contract with the customer, including these general terms and conditions, are wholly or partially invalid or become invalid, the validity of the remaining provisions shall not be affected. The wholly or partially invalid provision shall be replaced by a provision that comes as close as possible to achieving the economic purpose of the invalid provision.

Innovative Production Systems GmbH (IPS)
Managing Director: Rainer Wälde
Registered Office: Freudenstadt
Registered Court: Stuttgart, HRB 779138
VAT ID: DE343443514