General Conditions of Sale of Schmalz, Inc.

1. Scope

1. These General Terms and Conditions of Sale apply to all business relations between Schmalz, Inc. (referred to hereinafter as “Schmalz, Inc.”) and the Customer, even if reference is not made hereto in subsequent contracts. They shall apply accordingly to work and services. In case of work performance, taking receipt of the delivered products shall be replaced by acceptance of work, and in case of services, by receipt of the service.

2. Seller’s acceptance is expressly limited to these Terms and Conditions.

Any additional or different terms proposed by Buyer are rejected unless agreed in writing. Seller’s performance does not constitute acceptance of Buyer’s terms. These General Conditions of Sale shall also apply if Schmalz, Inc. unconditionally effects delivery to the Customer, in full knowledge of its conflicting, supplementary, or deviating terms and conditions.

3. Any agreements between Schmalz, Inc. and the Customer made in addition to or deviating from these General Terms and Conditions of Sale and entered for the purpose of completing a contract shall be laid down in writing in the respective contract. This shall apply accordingly to the waiver of this written form requirement. Other terms and conditions of the other party shall be valid only insofar as they are in accordance with our terms; otherwise, they are hereby expressly opposed.

4. Rights going above and beyond those set forth herein to which Schmalz, Inc. is entitled pursuant to statutory provisions or other agreements remain unaffected.

2. Conclusion of Contract

1. Offers quoted by Schmalz, Inc. are subject to change and are non-binding. Our prices are quoted exclusive of applicable sales taxes at the current statutory rate. All deliveries are FOB Seller’s facility, Raleigh, North Carolina. Risk of loss transfers to Buyer upon delivery to the carrier.

2. Specifications as to illustrations, drawings, weight and dimension, declarations of weight, measurements and consumption, as well as any other descriptions of the products contained in the documents pertaining to the offer, shall be approximate only, unless these have been expressly specified as binding. They constitute neither agreement nor guarantee as to the characteristics or durability of the products unless they were explicitly agreed as such. Customer expectations concerning the products, or the use thereof, do not constitute any form of agreement or guarantee.

3. Schmalz, Inc. reserves all rights of ownership, copyrights, and any other property rights in respect of all documentation offered. Such documents must not be made available to third parties. At Schmalz, Inc. request, the Customer must return all offer documentation without delay, provided it is no longer required in the ordinary course of business. This also applies to mutatis mutandis in particular to all documents, drafts, samples, specimens and models.

4. Orders are not binding until they have been confirmed by Schmalz, Inc. within two weeks by way of a written order confirmation or until Schmalz, Inc. fulfils the order, when Schmalz, Inc. fulfils the order by consignment of the product. Any order confirmation processed by automated means and lacking signature and name is deemed to constitute a written order confirmation. To the extent the order confirmation contains obvious errors, misspellings, or miscalculations, Schmalz, Inc. shall not be bound by it.

5. Schmalz, Inc.’s silence in response to offers, orders, requests, or other declarations of the Customer is deemed to constitute consent only if there is a prior written agreement to that effect.

6. If the Customer’s financial situation deteriorates to a significant degree or if the legitimate request for the opening of insolvency or comparable proceedings in respect of the Customer's assets is refused due to lack of assets, Schmalz, Inc. may rescind the contract in whole or in part.

3. Customer's obligations to cooperate

1. The Customer has the option of configuring individually customized products using the product configurator provided on the website. The product configurator serves solely as a technical aid; the selection and composition of the individual components is the sole responsibility of the Customer.

The Customer is obliged to carefully check the settings made during the configuration process and the final configuration before placing the order. The Customer is solely responsible for the accuracy, completeness, and suitability of the selected configuration for the intended purpose.

2. The Customer is solely responsible for the accuracy and completeness of the information contained in the order, with regards to the type, quantity, and specification of the products ordered.

A challenge is excluded if the error asserted is based on circumstances that are within the buyer's sphere of risk and could have been avoided by carefully checking the order. This applies to input, transmission, or transfer errors, quantity, price, or confusion with other products, as well as other operating or selection errors.

4. Scope of Delivery

1. The written order confirmation issued by Schmalz, Inc. is authoritative as regards the scope of delivery. Changes to the specifications or scope of delivery by the Customer require the written confirmation of Schmalz, Inc. to be effective. Schmalz, Inc. reserves the right to modify the design and form of the products, provided such modifications are customary in the industry or where the deviations are within DIN tolerance thresholds or if the modifications are not substantial and are reasonable for the Customer. This applies in the same way to the selection of materials, the specifications and the construction method.

2. Delivery in parts is permissible unless this is not reasonable for the Customer, giving due consideration to Schmalz, Inc.’s interests.

3. Unless explicitly stated in these General Terms and Conditions of Sale, ordered products, in particular individually configured or customized products, may only be returned on the basis of a prior express written agreement with Schmalz, Inc. There is no legal entitlement to the conclusion of such an agreement.

Unless otherwise stipulated in such an agreement, the Customer shall bear all costs associated with the return shipment, in particular transport, packaging, and insurance costs, as well as any customs duties or other ancillary costs; the return shipment shall be at the risk and expense of the Customer.

5. Delivery Period and transportation

1. Delivery periods and dates must be agreed in writing and are non-binding unless these have been explicitly stipulated by Schmalz, Inc., in advance, as being binding.

2. The delivery period commences upon conclusion of the contract, but not before the Customer has produced all documents, permits, and approvals to be provided by it, all technical issues have been resolved and any deposit agreed has been received, or, in the case of international orders, not before payment has been received in full. In the case of delivery dates, the delivery date will be rescheduled as appropriate if the Customer does not produce the documents and approvals to be provided by it in good time, if approvals have not been issued in good timely, if all technical issues have not been completely resolved in time, or the agreed deposit payment has not been issued in time, or in the case of international orders, payment has not been received in full by Schmalz, Inc. All delivery dates and periods are subject to the due and timely fulfilment of all further obligations of the Customer.

3. The delivery period is deemed to have been met if the products have left the factory or Schmalz, Inc. has communicated readiness for dispatch or collection within the agreed delivery period. All delivery dates and periods are subject to proper supply to Schmalz, Inc., unless Schmalz, Inc. itself is responsible for the self-supply to it. In the event of improper supply to it, Schmalz, Inc. is entitled to rescind the contract. Schmalz, Inc. will inform the Customer immediately as to whether it intends to exercise its rescission right and will reimburse any advance payment received from the Customer.

4. In the case of delay in delivery, the Customer is entitled to rescind the contract upon fruitless expiry of a reasonable grace period set by the Customer for Schmalz, Inc. upon commencement of the delay in delivery.

5. Unless otherwise agreed, in writing, the method of transportation and shipping shall be selected at the reasonable discretion of Schmalz, Inc.

6. If Schmalz, Inc. and the Customer have entered into a framework contract governing future deliveries with fixed delivery periods and dates and the Customer fails to call the products in due time Schmalz, Inc. is entitled, upon expiry of a reasonable grace period to be set by it, to deliver and invoice the products, to rescind the contract, or to claim damages or reimbursement of expenses, whereby damages or reimbursement of expenses can be claimed only if the Customer is not responsible for the failure to call the products in due time.

6. Supply of Software

1. If Schmalz, Inc. supplies the Customer with standard software as part of or in connection with the supply of the corresponding hardware for temporary or permanent use (referred to hereinafter as “Software”), the following provisions shall apply for the entire supply and insofar as any breach of duty or malfunction is attributable to the Software. In addition, the other provisions of these General Terms and Conditions of Sale apply with respect to the hardware. Unless agreed separately, Schmalz, Inc. does not assume any obligation to provide services.

2. Upon passage of risk, the Software shall have the agreed characteristics and be suitable for the contractually agreed use and, in the absence of any such agreement, for customary use. The Software meets the criterion of practicality and is of the quality customary for this kind of software; it is not, however, error-free. Any restriction to the functionality of the program resulting from defects in the hardware, environmental conditions, incorrect operation or similar shall not constitute a defect. A non-material reduction in quality will not be considered.

3. The Software is subject to legal protection. In the dealings between the contracting parties, Schmalz, Inc. is exclusively entitled to all copyrights, patents, trademarks and all other intellectual property rights in the Software and in other items provided or made available to the Customer by Schmalz, Inc. during the initiation of contractual dealings and during the fulfilment of the contract. If third parties hold such rights, Schmalz, Inc. has corresponding rights of use.

4. Schmalz, Inc. grants the Customer the non-exclusive right to use the Software. Unless otherwise agreed, the right of use applies in the country in which the place of delivery for the hardware is located. The Customer acquires the same rights in enhanced or newly developed software as in standard software.

5. The right of use is limited to the agreed period. In the absence of any such agreement, the right of use is unlimited as to time. If the right of use is granted for a limited period, the following provisions shall also apply: the Customer is permitted to use the Software only with the hardware specified in the contract documents (e.g. software product certificate), and in the absence of such stipulation, with the hardware delivered together with the Software. The use of the Software with another device is subject to the explicit written consent of Schmalz, Inc. and in the event of the use of the Software with a more powerful device, establishes the right to reasonable additional payment for Schmalz, Inc.; this does not apply if and insofar as the Customer temporarily uses the Software with a replacement device within the agreed scope of use due to a defect in the stipulated device.

6. For Software with respect to which Schmalz, Inc. holds only are derivative right of use and which is not Open Source Software (third-party software), in addition to and with precedence over the provisions of this Section 5, the terms of use agreed between Schmalz, Inc. and its licensor apply, insofar as these affect the Customer (e.g. End User License Agreement); Schmalz, Inc. shall notify the Customer of such terms and shall on request make the same available to the Customer.

7. For Open-Source Software the terms of use governing the Open Source Software take precedence over the provisions of this Section 5. Schmalz, Inc. shall disclose or provide the source code to the Customer only insofar as this is required pursuant to the terms of use of the Open-Source Software. Schmalz, Inc. shall notify the Customer of the existence of and the terms of use of Open-Source Software and make the terms of use available to it or, where necessary pursuant to those terms of use, provide the same to it.

8. The Customer requires a right of use to be agreed separately to use the Software on several devices or at several workstations simultaneously. The same applies to the use of the Software in networks, even if this does not involve any duplication of the Software.

9. The Customer is permitted to make a security copy of the program as necessary to ensure safe operation. Security copies must be stored securely and, where technically possible, labelled with the copyright notice of the original data storage media or the download version of the Software. Copyright notices, trademarks and product labels are not permitted to be removed, altered or concealed. Copies that are surplus to requirements must be deleted or destroyed. The user guide and other documentation provided by Schmalz, Inc. is permitted to be copied only for internal company purposes.

10. The Customer is permitted to decompile the interface information pertaining to the program only within the limits of applicable US Computer Software Copyright Law and only after notifying Schmalz, Inc., in writing, of its plans and requesting the necessary interface information.

7. Data uploaded by the Customer

1. The Customer grants Schmalz, Inc. a non-exclusive, royalty-free, worldwide and transferable right of use, copying, distribution and display of all data uploaded by the Customer, including CAD data (hereinafter “Customer Data”). The right to use this Customer Data is granted for the purpose of providing the agreed services for training and analysis activities carried out by Schmalz, Inc.

2. The Customer retains exclusive ownership of the copyrights or other intellectual property rights to the Customer Data provided by him.

3. The Customer represents and warrants that he has all rights and authorities to provide all Customer Data, that all Customer Data provided is accurate and correct and that he is authorized to grant the license referred to in clause 7.1. Furthermore, the Customer shall not upload any data that violates applicable law or the rights of third parties. In the event of such an infringement, the Customer shall indemnify Schmalz, Inc. against the claims of third parties.

4. Schmalz, Inc. is entitled to change Customer Data as well as technical details of the transmitted Customer Data, insofar as it is necessary for the manufacturing of the desired product in the context of the agreed service.

5. Schmalz, Inc. shall not pass on the Customer Data to unauthorized third parties and shall only make it accessible to a necessarily limited circle of employees. Information from and about the Customer will not be evaluated by Schmalz, Inc. and will not be passed on to third parties.

8. International Deliveries

1. The Customer undertakes to comply with all applicable provisions of export and foreign trade law of the United States as well as all other applicable national and international export control regulations and foreign trade laws.

2. The contract is concluded subject to the legality of the supply of the products (including the Software) as regards the contents and the individuals and entities directly and indirectly involved pursuant to all the provisions stipulated in the foregoing subsection 1.

3. In the case of cross-border deliveries, the Customer must in good time submit to the competent authorities all declarations required for export from the United States and import into the destination country and take all measures, specifically procure all documentation required for customs processing, and comply with the requirements for any export controls or other restrictions on marketability.

4. The deliveries are subject to the condition precedent that performance is not precluded by national or international rules, in particular export control regulations, as well as embargoes or other sanctions.

5. Delays attributable to export controls extend delivery periods; accordingly, delivery dates will be postponed as appropriate. In the case of supplies that are subject to approval, Schmalz, Inc. has the right to delay performance until such time as export approval has been issued and the Customer has furnished evidence thereof to Schmalz, Inc., or to rescind the contract. In such cases, Schmalz, Inc.’s liability based on delayed performance or non-performance is excluded.

6. The Customer undertakes not to use any products manufactured by Schmalz, Inc. (including the Software), parts of such products and/or technologies used by Schmalz, Inc. in weapons and/or weaponry, nor to sell such products or to offer the same for sale.

7. If the Customer breaches an obligation under this Section 7 and/or if a business transaction is prohibited, in whole or in part, Schmalz, Inc. is entitled to rescind this agreement, in whole or in part, for cause without the need to observe a notice period. This shall not affect any claims to which Schmalz, Inc. is entitled against the Customer.

9. Prices and Payment

1. In the absence of any specific agreement to the contrary, all prices are exclusive of shipping and packaging costs, insurance, statutory taxes, customs duties, and other levies. The costs incurred in this context, in particular the costs for packaging and transport of the products, will be invoiced separately.

2. Terms of payment are net 30 days. A 2% early payment discount can be deducted for components and spare parts invoices paid within 10 days. Deposits are required for orders with a list price value exceeding $10,000 of 50% at the time the order is placed, the remaining 50% is to be paid net 30. Early payment discount does not apply to credit card orders. If satisfaction of our claim for payment is jeopardized by purchaser’s bad financial circumstances occurring or coming to light after conclusion of the contract, we shall be entitled to demand cash on delivery or cash in advance, to retain goods not yet delivered and to cease further work on current orders and to withdraw from contracts already concluded with the purchaser unless the purchaser pays in advance or otherwise provides security. A service charge of 1-1/2% per month (18% annual) will be added to all past due balances. In the event any third parties are employed to collect outstanding monies owed, the purchaser will be responsible for paying reasonable collection costs, including attorney fees.

10. Passage of Risk

1. The risk of accidental loss and accidental deterioration shall pass to the Customer as soon as the products have been handed over to the person carrying out the transport or have left the warehouse of Schmalz, Inc. for shipping purposes. If the Customer collects the products, the risk of accidental loss and accidental deterioration shall pass to the Customer upon notification of readiness for collection. The foregoing sentences 1 and 2 shall also apply for partial deliveries or if Schmalz, Inc. has assumed additional services, e.g. transportation of the products to the Customer's site.

2. If the Customer enters into default in accepting the products, Schmalz, Inc. is entitled to demand compensation for the damage incurred, including possible additional expenses. The same applies if the Customer violates any other cooperation duties unless the Customer is not responsible for the same. Schmalz, Inc. is entitled to place the products into storage at the Customer’s expense for the duration of the default in acceptance. The costs of such storage shall be charged at a flat rate of 0.5% of the net invoice value per calendar week commenced. This does not affect any claims of Schmalz, Inc. going above and beyond this. The Customer has the right to furnish evidence that Schmalz, Inc. did not incur any costs or that such costs were lower. The same applies if the Customer breaches other cooperation duties unless the Customer is not responsible for the breach. If the Customer enters into default in accepting the products or violates any other co-operation duties, the risk of accidental loss and accidental deterioration of the products shall pass to the Customer no later than at the time it enters into default of acceptance. Upon the fruitless expiry of a reasonable grace period set by Schmalz, Inc., Schmalz, Inc. is entitled to otherwise dispose of the products and to supply the Customer within a reasonably extended period.

3. If shipping is delayed due to circumstances beyond Schmalz, Inc.’s control, the risk shall pass to the Customer upon notification of readiness for shipping.

4. Buyer shall inspect Goods upon receipt. Goods are deemed accepted unless rejected in writing within 10 days. Failure to reject constitutes acceptance. The delivered products must be accepted by the Customer even if they have minor defects, without this affecting its claims based on defects.

11. Claims based on Defects

1. The Customer’s rights to assert claims based on defects is conditional upon the Customer having inspected the delivered products upon receipt also by means of sample processing or use insofar as this can be reasonably expected, and notifying Schmalz, Inc. of any apparent defects in writing (e.g. by letter, fax or e-mail) and without delay. Latent defects must be reported to Schmalz, Inc. in writing immediately upon discovery. When notifying Schmalz, Inc. of said defects, the Customer must provide a written description of the defects. Claims based on defects asserted by the Customer also require that it observed the specifications, instructions, guidelines and conditions set forth in the technical instructions and other documents from Schmalz, Inc. for the individual products. Claims based on defects attributable to failure to comply with such instructions and stipulation are excluded. Seller reserves the right to cure any nonconformity within a reasonable time by repair or replacement.

2. If the products are defective, Schmalz, Inc. shall at its discretion render subsequent performance either by rectifying the defect or by delivering a defect-free product. When rendering subsequent performance, Schmalz, Inc. is required to bear all expenses incurred to this end, in particular transport, shipping, personnel, and material costs. Replaced parts pass into the ownership of Schmalz, Inc. and shall be returned to it.

3. If Schmalz, Inc. is unwilling or unable to render subsequent performance, the Customer may, without prejudice against any claims for damages or reimbursement of expenses, at its discretion either rescind the contract or reduce the delivery price. The same shall apply if subsequent performance fails, is unreasonable for the Customer, or is unreasonably delayed for reasons attributable to Schmalz, Inc.

4. The Customer’s right to rescind the contract is excluded if the Customer is unable to return the performance received and this is not attributable to the fact that return is impossible due to the nature of the performance received, or Schmalz, Inc. is responsible for the return, or the defect was not revealed until the product was processed or modified. The right to rescind is also excluded if Schmalz, Inc. is not responsible for the defect and if the Customer is required to compensate the value instead of returning the performance.

5. The assertion of claims based on defects is excluded if the defect is attributable to natural wear and tear, particularly in wearing parts, improper handling, operation, or storage or improper modifications or repairs of the products by the Customer or third parties. The same shall apply to defects attributable to the Customer or resulting from a technical cause other than the original defect.

6. Claims of the Customer for reimbursement of expenses instead of claims for damages in lieu of performance are excluded unless a reasonable third party would also have incurred such expenses.

7. DISCLAIMER OF WARRANTIES: EXCEPT AS EXPRESSLY SET FORTH HEREIN, SELLER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NO STATEMENT OR DESCRIPTION SHALL CONSTITUTE A WARRANTY UNLESS EXPRESSLY AGREED IN WRITING.

8. The limitation period for claims based on defects asserted by the Customer is 6 months after shipment from Raleigh, NC. This is shortened to 3 months if the goods are used in two-shift operation (16 hours service per day) and to 2 months in three-shift operation (24 hours service per day) from delivery. Vacuum handling products have a limited standard warranty period of 18 months from the date of shipment, excluding wearable items. The warranty period is extended under certain circumstances. If the defective products have been used in accordance with their intended purpose for a structure and have caused its defectiveness or there is a defect in a structure, the limitation period is five years. This limitation period shall also apply to claims in tort based on a defect of the products. The limitation period begins when the products are delivered.

12. Defects in Title

1. Schmalz, Inc. warrants that there are no third-party rights precluding the contractually agreed use of the Software by the Customer. In the case of defects in title, Schmalz, Inc. shall provide warranty by procuring for the Customer at the latter’s discretion either a legal defect-free right of use in the Software or in equivalent software.

2. The Customer shall notify Schmalz, Inc. without delay and in writing if third parties assert claims in the Software (e.g. copyright or patent). Schmalz, Inc. shall support the Customer in defending them against such third-party claims by providing information and advice.

3. The provisions of Section 11 otherwise apply mutatis mutandis to any legal defects.

13. Liability of Schmalz, Inc.

1. Buyer’s sole and exclusive remedy, and Seller’s entire liability, for any claim arising out of or relating to the Goods or this Agreement shall be limited, at Seller’s option, to the repair or replacement of nonconforming Goods or the refund of the purchase price paid for such Goods. Limitation of Liability Cap. To the fullest extent permitted by law, Seller’s total cumulative liability arising out of or relating to this Agreement or the Goods, whether in contract, tort (including negligence), strict liability, or otherwise, shall not exceed the total amount paid by Buyer for the Goods giving rise to the claim. To the fullest extent permitted by law, Seller shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of use, downtime, cost of substitute goods, or business interruption, regardless of the theory of liability and even if Seller has been advised of the possibility of such damages. The limitations and exclusions set forth in this Section shall apply notwithstanding any failure of the essential purpose of any limited remedy. The limitations set forth in this Section shall not apply to damages resulting from Seller’s gross negligence or willful misconduct, modification or liability that cannot be excluded or limited under applicable law. The parties acknowledge that the pricing of the Goods reflects this allocation of risk and that the limitations herein are an essential basis of the bargain.

2. To the extent that Schmalz, Inc.’s liability is excluded or limited, this shall also apply for personal liability of the employees, staff, representatives, and agents of Schmalz, Inc.

14. Product Liability

1. The Customer will not modify the products; in particular, it will not modify or remove existing warnings about risks due to improper handling of the products. In the event of the breach of this obligation, the Customer shall in internal relationship indemnify Schmalz, Inc. from and against any and all product liability claims asserted by third parties unless the Customer is not responsible for the modification of the products.

2. If Schmalz, Inc. has to implement a product recall or issue a warning notice due to a defect in the products, the Customer shall take best efforts to support Schmalz, Inc. and participate in all measures that Schmalz, Inc. deems reasonable and expedient; in particular, the Customer will procure the necessary Customer information. The Customer shall bear the costs of the product recall or warning notice unless it is not responsible for the defect in the products and the loss incurred pursuant to the principles of product liability law. Further claims of Schmalz, Inc. shall remain unaffected.

3. The Customer must without delay notify Schmalz, Inc., in writing (e.g. by letter, fax or e-mail), of all risks in connection with the use of the products and any possible defects in the products of which it becomes aware.

15. Force Majeure

1.Insofar as Schmalz, Inc. is hindered in fulfilling its contractual obligations, especially in delivering the products, by force majeure, Schmalz, Inc. shall be free of its contractual obligations for the duration of the hindrance and a reasonable additional start-up period without being obligated to compensate the purchaser for damages. The same applies in the event that unforeseen circumstances or circumstances outside of Schmalz, Inc.’s control such as labor disputes, pandemics, epidemics, measures taken by government authorities, energy shortages, delivery disruptions from its suppliers, or significant disruptions to operations, in particular cyber-attacks, make it unreasonably difficult or temporarily impossible for Schmalz, Inc. to fulfill its obligations. This shall also apply if the circumstances occur at a sub-supplier. This shall also apply if Schmalz, Inc. is already in default. If Schmalz, Inc. is released from its obligation to deliver, Schmalz, Inc. shall refund any advance payments made by the purchaser.

2. On expiry of a reasonable grace period, Schmalz, Inc. shall be entitled to rescind the contract if such impediment continues for more than four months and the performance of the contract is no longer of interest to Schmalz, Inc. due to such hindrance. At the Customer's request, Schmalz, Inc. will on expiry of such grace period declare whether it intends to exercise its right of rescission or whether it will deliver the products within a reasonable period.

16. Retention of Title

1. Schmalz, Inc. retains title in the delivered products until such time as the purchase price and all claims to Schmalz, Inc. is entitled against the Customer under their business relationship have been settled in full. For the duration of the title, the Customer shall handle the products subject to retention with due care. It shall sufficiently insure the products subject to retention at their own expense at replacement value against fire, water, and theft damage. At Schmalz, Inc.’s request, the Customer shall provide proof of the insurance policy. The Customer assigns to Schmalz, Inc., with effect as from today, all claims for compensation under such insurance. Schmalz, Inc. hereby accepts such assignments with effect as of today. If the insurance agreement does not permit such assignment, the Customer instructs the insurance company herewith to make payments exclusively to Schmalz, Inc. This shall not affect any further claims to which Schmalz, Inc. is entitled.

2. The Customer is permitted to sell the products subject to retention of title only in the ordinary course of business. The Customer shall not be entitled to pledge the products subject to retention of title, to assign them by way of security or to otherwise dispose of them in a way that could jeopardize Schmalz, Inc.’s title to the goods. The Customer must notify Schmalz, Inc. without delay and in writing (e.g. by letter, fax or e-mail) of any attachment or other intervention by a third party, provide all information required, inform the third party of Schmalz, Inc.’s title to the goods, and assist in all measures undertaken by Schmalz, Inc. in order to protect the products subject to retention of title. To the extent the third party cannot reimburse to Schmalz, Inc. the judicial and extrajudicial costs for enforcing Schmalz, Inc.’s title, the Customer shall reimburse Schmalz, Inc. the loss sustained by Schmalz, Inc. in this connection unless the Customer is not responsible for the breach of duty.

3. The Customer assigns to Schmalz, Inc., with effect as from today, all claims in connection with the resale of the products together with all ancillary rights, irrespective of whether the products subject to retention were resold prior to or after processing. Schmalz, Inc. accepts such assignments with effect as from today. If such assignment is not permissible, the Customer herewith instructs the third-party debtor to make payments exclusively Schmalz, Inc. The Customer shall be authorized, such authorization subject to revocation, to collect the claims assigned to Schmalz, Inc. in trust for Schmalz, Inc. in the Customer's own name. The amounts collected shall be transferred to Schmalz, Inc. immediately. Schmalz, Inc. may revoke the Customer's authorization for collection and resale for cause, in particular if the Customer fails to duly meet its payment obligations vis-à-vis Schmalz, Inc., defaults or ceases payment, or if the Customer files for the opening of insolvency proceedings or similar debt settlement proceedings in respect of its own assets, or if the request for the opening of insolvency or comparable proceedings in respect of the Customer's assets filed by a third party is refused due to lack of assets. In the event of a blanket assignment by the Customer, the claims assigned to Schmalz, Inc. shall be explicitly exempted.

4. At Schmalz, Inc.’s request, the Customer shall promptly notify the third-party debtor of the assignment and provide Schmalz, Inc. with any information and documents required for collection.

5. If the Customer is in breach of the terms of the contract, if it defaults in payment, Schmalz, Inc. shall, without prejudice to its other rights, be entitled to rescind the contract after a reasonable grace period set by Schmalz, Inc. The Customer shall without delay grant Schmalz, Inc. or its authorized agents access to the products subject to retention of title and return the same. After due and timely notice, Schmalz, Inc. may otherwise dispose of the products subject to retention of title to satisfy its due claims against the Customer.

6. The processing or remodeling by the Customer of the products subject to retention of title shall always be carried out for Schmalz, Inc. The Customer's expectancy right to the products subject to retention of title shall also apply to the processed or remodeled item. Should the products be processed or remodeled together with other objects not owned by Schmalz, Inc., Schmalz, Inc. shall acquire joint title in the new item in the proportion of the value of the delivered products to the other processed items at the time of such processing or remodeling. The same shall apply if the products are connected or mixed with other items not owned by Schmalz, Inc. in such manner that Schmalz, Inc. loses full ownership. The Customer shall keep the new objects for Schmalz, Inc. In all other regards, the item created through processing or re-construction, as well as connection or mixing, is subject to the same provisions as the products that are subject to the retention of title.

7. If, considering standard valuation adjustments by the banks, the realizable value of the securities exceeds the claims of Schmalz, Inc. arising from the business relationship with the Customer by more than 10%, Schmalz, Inc. shall at the Customer's request be required to this extent to release the securities to which the Customer is entitled. The valuation should be based on the invoice value of the products subject to retention of title and on the nominal value of the claims. The choice of security to be released is incumbent upon Schmalz, Inc. in each case. Buyer authorizes seller to file UCC-1 financing statements and seller may demand adequate assurance of performance and suspend performance until received.

8. In the case of delivery to other legal systems in which the foregoing provisions on the retention of title do not have the same effect as in the United States, the Customer hereby grants Schmalz, Inc. a corresponding security right. The Customer will take all further measures that are necessary in this respect to grant Schmalz, Inc. such corresponding security interest. The Customer shall assist in all measures necessary or conducive to the effectiveness and enforceability of such security interests.

17. Assembly

1. If Schmalz, Inc. is commissioned not only with the supply of products, but also with assembly; depending on the scope, this may be carried out on a separate independent contract for work and services.

2. Such assembly contract is subject to the specific written assembly instructions issued by Schmalz, Inc.

18. Confidentiality

1. The parties undertake to keep confidential and neither to record, disclose, or use any information that becomes available to them and is designated confidential, or which can be identified as business or trade secrets based on other circumstances for five years from delivery, unless required for the business relationship.

2. The confidentiality obligation shall not apply if the information was demonstrably already known to the other party prior to the commencement of the contractual relationship, was generally known or publicly available or becomes generally known through no fault of the other party. The burden of proof is incumbent upon the recipient.

3. The parties shall ensure by way of appropriate contractual agreements with their employees and agents, in particular their freelance employees and service providers, that they, too, refrain for the period of five years from delivery from any and all private use, disclosure or unauthorized recording of such business and trade secrets.

19. Data Protection

1. The parties are under an obligation to comply with the statutory provisions on data protection when executing the contract and to ensure that their employees also comply with these provisions.

2. The parties process the personal information (name and contact information of the contacts in each case) solely for the purposes of fulfilling the agreement and implement appropriate technical safety measures to protect this information. The parties must delete personal information as soon as the processing thereof is no longer necessary. This does not affect any statutory storage obligations.

3. If the Customer transmits personal data to Schmalz, Inc. in a non-anonymized form as part of the upload of Customer Data in accordance with Section 7, this data will also be processed by Schmalz, Inc. In this case, the Customer is solely responsible for the legality of the transmission under data protection law and for the collection, processing, or use of the data in accordance with the agreement. Furthermore, the provisions of the privacy policy of Schmalz, Inc. apply.

4. If in the course of the execution of the contract, Schmalz, Inc. processes personal information on behalf of the Customer, the parties shall conclude a separate contract.

20. Legal compliance

1. Within the scope of their corporate responsibility, the parties each undertake to ensure compliance with all applicable statutory provisions in or in connection with the conduct of their business (including environmental protection laws and labor regulations, particularly regarding employee health and safety and that child labor and forced labor are not tolerated.

2. Once the delivered products are no longer in use, the Purchaser is obliged to properly dispose of them at its own expense and in accordance with applicable statutory provisions. The Purchaser shall contractually oblige any commercial third party to which it passes on the delivered products to properly dispose of the products after use at their own expense and in accordance with applicable statutory provisions. If the Purchaser violates its obligation to pass on these obligations to the persons receiving the products, it shall take back the delivered products after use at its own expense and properly dispose of them in accordance with applicable statutory provisions.

3. The Purchaser is obliged to properly empty and dispose of any used packaging received from Schmalz, Inc. at its own expense and in accordance with applicable statutory provisions.

4. In addition, both parties should confirm with the conclusion of a contract that they will not participate in any form of bribery or corruption and will not tolerate the same.

21. Additional Provisions

1. The assignment of rights and duties of the Customer to third parties is subject to the prior written consent of Schmalz, Inc.

2. Counterclaims of the Customer entitle it to set-off only if such claims have been conclusively legally determined or are uncontested. The Customer may assert a retention right only if its counterclaim is based on the same contractual relationship.

3. Should any provision of these General Terms and Conditions of Sale be or become invalid or unenforceable, in whole or in part or should there prove to be a gap in these General Terms and Conditions of Sale, this shall not affect the validity of the remainder of the provisions. In place of the invalid or unenforceable provision the valid or enforceable provision is deemed agreed that comes as close as possible to attaining the purpose of the invalid or unenforceable provision. In the case of a gap, the provision is deemed agreed that corresponds to what the parties would have agreed, considering the purpose of these General Terms and Conditions of Sale, had they considered the matter from the outset.

4. The place of performance and venue is Raleigh, NC. North Carolina law shall apply exclusively. The validity of the UN Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded. Should any provisions of these terms and conditions be inoperative, this shall not affect the operative effect of the other provisions hereof. The inoperative provision shall be replaced by a provision such that the originally intended economic purpose is achieved as best possible.

5. Seller agrees to fully cooperate with Purchaser in the design, manufacture or procurement of safety features or devices, which comply with OSHA regulations. However, it shall remain the responsibility of Purchaser to comply with OSHA and all other legal requirements applicable to the equipment and Purchaser’s use thereof. In the event additional equipment or labor shall be required for such compliance, it shall be furnished by Seller at prices and standard rates in effect, or as may be mutually agreed upon at the time of the additional installation.