General Terms and Conditions of Sale of Schmalz d.o.o.

1. Scope of Application

1. These General Terms and Conditions of Sale apply only in relation to businesses in the exercising of their commercial or independent professional activity and in relation to legal persons under public law. They apply to all business dealings between the company Schmalz, podjetje za vakuumsko tehnologijo, d.o.o. (hereinafter referred to as “SCHMALZ”) and the purchaser, even if they are not mentioned in later contracts. They apply for any work or services rendered. For work rendered, acceptance testing shall stand in for taking delivery of the products; for services rendered, receipt of the service shall stand in for taking delivery.

2. Any purchaser conditions that conflict with or deviate from these General Terms and Conditions of Sale are not part of the contract unless agreed to in writing by SCHMALZ. These General Terms and Conditions of Sale apply even in cases in which SCHMALZ carries out without reservation a delivery to the purchaser in full knowledge of the purchaser’s additional conflicting or deviating terms and conditions.

3. Any additional agreements that conflict with or deviate from these General Terms and Conditions of Sale made between SCHMALZ and the purchaser for executing a contract must be recorded in writing. This applies as well to any agreement to lift this requirement of the written form.

4. The statutory rights of SCHMALZ and any other rights granted to SCHMALZ by other agreements that go beyond these General Terms and Conditions of Sale remain unaffected.

2. Conclusion of the Contract

1. All the initial product information provided by SCHMALZ (whether on websites, through initial information for inquiries from potential customers, etc.) is subject to change and non-binding and is to be considered as an invitation to submit an offer. Such product information shall not in any way be regarded as an offer by SCHMALZ.

2. Images, drawings, weight, dimension, performance and consumption information and any other descriptions of the products from the documents belonging to the product information are only approximations, unless they are expressly designated as binding. They do not constitute an agreement on or guarantee of any corresponding product property or durability on the part of the products, unless they have been expressly agreed as such in writing. The expectations of the purchaser with regard to the products or their use also do not constitute an agreement or guarantee.

3. SCHMALZ reserves all ownership rights, copyrights and other industrial property rights to all documents regarding product information, in particular to images, drawings, calculations, brochures, catalogs and tools. Such documents must not be made accessible to third parties. Upon the request of SCHMALZ, the purchaser shall return to SCHMALZ without delay all documents regarding the product information that are no longer required in the normal course of business. The same applies to all other documents, drafts, samples, specimens and models.

4. Contracts are concluded on the basis of orders placed by customers, which are considered to be the offer. The offer from the customer remains binding for the customer for the specified time period; such an order will become binding for SCHMALZ, and thus constitute a contract, only if it has been confirmed by SCHMALZ within two weeks through a written order confirmation or if SCHMALZ carries out the order, in particular if SCHMALZ fulfills the order by sending the ordered products. Order confirmations issued by or with the aid of automatic means and missing a name and signature are nevertheless considered to be written form. Insofar as the order confirmation contains apparent mistakes or writing/calculation errors, it is not binding for SCHMALZ.

5. The failure of SCHMALZ to react to offers, orders, requests or other statements from the purchaser shall be considered consent only if a written agreement to this effect was made beforehand.

6. Should the financial circumstances of the purchaser deteriorate significantly, or should a well-founded petition to initiate bankruptcy or similar proceedings be dismissed for insufficiency of assets on the part of the purchaser, SCHMALZ may demand appropriate insurance for its services from the purchaser and suspend its services until this obligation is fulfilled. If the purchaser does not release the insurance within a period specified by SCHMALZ, SCHMALZ shall be entitled to withdraw from the contract in whole or in part.

3. Scope of Delivery

1. The written order confirmation from SCHMALZ shall be decisive for the scope of delivery. Changes to the scope of delivery by the purchaser become effective only following written confirmation from SCHMALZ. SCHMALZ reserves the right to change the design and form of the products, provided that the deviations involved are customary in the industry, or provided that the deviations are within the DIN tolerances, or provided that the changes are not major and are reasonable for the purchaser. The same applies to the choice of material, specification and type of construction.

2. Delivery in parts is permissible, unless the delivery in parts is not reasonable to the purchaser, taking the interests of SCHMALZ into account.

4. Delivery Time and Transport

1. Agreements on delivery times (delivery periods and dates) must be in writing. Delivery periods and dates are non-binding, unless SCHMALZ designates them as binding in writing beforehand.

2. The delivery period begins with the conclusion of the contract, but not before the full provision of the documents, permissions and approvals to be obtained by the purchaser, the clarification of all technical questions and the receipt of an agreed down payment or, in the case of foreign transactions, following the receipt of the full payment. If there is a delivery date, this date shall be postponed appropriately if the purchaser does not provide the documents or permissions that the purchaser has to obtain in time, if approvals are not granted in time, if all technical questions are not fully clarified in time or if SCHMALZ does not receive in full the agreed down payment or, in the case of foreign transactions, the entire payment. A prerequisite for compliance with the delivery time is the timely and proper fulfillment of the other obligations on the part of the purchaser.

3. The delivery time shall be complied with if the products leave the facility (i.e. the SCHMALZ premises) by the end of the agreed delivery time or if SCHMALZ has informed the purchaser that the products are ready for collection or dispatch.

4. The choice of transport route and the shipping method are at the free and conscientious discretion of SCHMALZ, unless otherwise agreed in writing. SCHMALZ transports the products uninsured, unless otherwise agreed in writing. Any costs for insurance will be invoiced to the purchaser separately.

5. If SCHMALZ and the purchaser have concluded a framework agreement on future deliveries with fixed delivery times and the purchaser does not retrieve the products on time, then after a reasonable grace period set by SCHMALZ passes fruitlessly, SCHMALZ shall be entitled to deliver and invoice the products, withdraw from the contract and/or demand compensation for damages or expenses. In the case of contracts where timely and orderly self-delivery is an essential part of the contract, legal regulations apply. The obligation to pay compensation for damages or expenses shall not apply if the purchaser is not responsible for the untimely retrieval of the products.

5. Delivery of Software

1. If SCHMALZ provides the purchaser with standard software for temporary or indefinite use as part of or in connection with a delivery of related hardware (hereinafter referred to as “software”), the following regulations shall apply to the whole delivery and if there is a breach of duty or disruption of performance caused by the software. The other regulations from these General Terms and Conditions of Sale shall apply to the hardware in all other respects. Unless otherwise agreed separately, SCHMALZ assumes no obligation to render services.

2. Upon the transfer of risk, the software is of the agreed quality and is suitable for the contractually stipulated use or for normal use in the absence of an agreement. It fulfills the criterion for practical suitability and is of the standard quality for software of this type; however, it is not free of errors. Any functional impairment of the program resulting from hardware defects, environmental conditions, incorrect operation, and so on, does not constitute a defect. Any insignificant reduction in quality will not be given consideration.

3. The software is legally protected. Copyrights, patent rights, trademark rights and all other intellectual property rights to the software and to other objects that SCHMALZ hands over or makes accessible to the purchaser in the course of initiating or executing the contract remain exclusively with SCHMALZ in the relationship between the contractual partners. Insofar as third parties are entitled to rights, SCHMALZ has the appropriate rights of exploitation.

4. SCHMALZ grants the purchaser the non-exclusive right to use the software. Unless otherwise agreed, the right of use shall apply in the country of the place that the hardware is delivered. The purchaser acquires the same rights to modified, enhanced or newly created software as the rights to the standard software.

5. The right of use is limited to the agreed time period; in the absence of such an agreement, the right of use is for an unlimited time period. Insofar as the right of use is granted for a limited time period, the following provisions shall also apply: The purchaser is permitted to use the software only with the hardware specified in the contractual documents (e.g. the software product certificate); if such hardware is not specified, the purchaser is permitted to use the software only with the related hardware supplied together with the software. The use of the software with another device requires the express written consent of SCHMALZ and, if the software is used with a more powerful device, entitles SCHMALZ to appropriate additional remuneration; this does not apply if and as long as the purchaser temporarily uses the software with a replacement device to the extent agreed due to a defect in the agreed device.

6. For software for which SCHMALZ only has a derived right of use and that is not open source software (third-party software), the terms of use agreed between SCHMALZ and its licensor also apply and take priority over the provisions of clause 5 here, insofar as they apply to the purchaser (for example, an end user license agreement); SCHMALZ shall point this fact out to the purchaser and make them accessible to the purchaser upon request.

7. For open source software, the terms of use to which the open source software is subject shall take priority over the provisions of clause 5 here. SCHMALZ shall issue the source code or make it available to the purchaser only to the extent required by the terms of use of the open source software. SCHMALZ shall notify the purchaser of the existence and terms of use of the open source software provided and shall make the terms of use accessible to the purchaser or provide them to the purchaser, insofar as the terms of use require.

8. To use the software on multiple devices, or on multiple workstations at the same time, the purchaser requires a separately agreed right of use. The same applies to the use of the software on networks, even if the software is not replicated while doing so.

9. The purchaser is permitted to create the backup copies of the programs that are required to ensure secure operation. The backup copies must be stored securely and, insofar as is technically possible, must be provided with the copyright notice from the original data carrier or the online version of the software. Copyright notices, trademarks and product markings must not be deleted, modified or disabled. Copies that are no longer required must be deleted or destroyed. The user manual and other documents provided by SCHMALZ are permitted to be used only for internal company purposes.

10. The purchaser is permitted to decompile the interface information from the programs only within the limits of Art. 115 ZASP (Copyright and Related Rights Act of the Republic of Slovenia) and only if the purchaser has informed SCHMALZ of this project in writing and has requested the provision of the required interface information with a time limit of at least two weeks.

6. Cross-border Deliveries

1. The purchaser undertakes to comply with all the applicable provisions of the export and foreign trade legislation of the Federal Republic of Germany, the European Union and the United States of America, and all other applicable national and international export control provisions and foreign trade legislation.

2. The contract shall be concluded with the proviso that the delivery of the products (including the software) is permitted in accordance with all the provisions specified in section 1 based on the content of the products and the natural persons and companies directly or indirectly involved in the process.

3. In the case of cross-border deliveries, the purchaser must provide the responsible authorities with all the declarations required for the export from Germany and import into the destination country and must also take all the actions required in this regard; in particular, this includes obtaining the documents required for customs clearance and ensuring compliance with the requirements of any export checks or other restrictions on marketability.

4. Deliveries shall be subject to the proviso that there are no obstacles to their fulfillment due to national or international provisions, in particular export control provisions, embargoes or other sanctions.

5. Delays due to export controls extend delivery times accordingly; delivery dates shall be moved appropriately. In the case of deliveries that are subject to authorization, SCHMALZ is entitled to delay performance until an export license is granted and verified for SCHMALZ by the purchaser, or to withdraw from the contract in accordance with the statutory provisions. Liability on the part of SCHMALZ for delayed performance or non-performance is excluded in these cases.

6. The purchaser undertakes not to use, offer for sale or sell any products produced by SCHMALZ (including software), parts of such products and/or technologies used by SCHMALZ for use in weapons and/or weapon systems, to offer them for sale or to sell them.

7. If the purchaser breaches an obligation from clause 6 here and/or if a business transaction is partly or fully prohibited, SCHMALZ shall be entitled to fully or partly withdraw from this contract for just cause, without observing a notice period. Any claims made by SCHMALZ against the purchaser shall remain unaffected. In the case of one-off contractual relationships, legal regulations apply in this regard.

7. Prices and Payment

1. In the absence of a separate agreement, the prices are ex works and do not include shipping or packaging costs, insurance, statutory taxes, customs duties or other charges. The costs incurred in this regard, particularly the costs for packaging and transporting the products, shall be invoiced to the purchaser separately. In the case of a net order value of less than EUR 50, SCHMALZ is entitled to charge a minimum quantity surcharge of EUR 10 net (exceptions: orders through the online shop). The statutory value-added tax is shown separately on the invoice at the legal amount that applies on the invoicing date.

2. Orders for which fixed prices are not expressly agreed and for which the delivery time is determined as a specific time that is at least three months after the conclusion of the contract are invoiced at the SCHMALZ list prices that apply on the day of the delivery. Entering the list price that applied on the day of the order in an order form or an order confirmation shall not be deemed to be an agreement on a fixed price. If the price increases by more than 5%, the purchaser is entitled to withdraw from the contract in this respect. Upon the request of SCHMALZ, the purchaser shall declare without delay whether it will make use of its right of withdrawal. 3. In the absence of a separate agreement, the delivery price is to be paid net immediately following the delivery and the receipt of the invoice. The date of payment shall be the date on which SCHMALZ definitively has the delivery price at its disposal. In the event of a default of payment, the purchaser has to pay interest on arrears at the rate of 9 percentage points above the applicable base interest rate per annum. Further claims by SCHMALZ shall remain unaffected.

3. In the case of foreign transactions, the payment shall be made prior to delivery, in deviation from paragraph 3, unless otherwise agreed in writing.

8. Transfer of Risk

1. The risk of accidental loss or deterioration passes to the purchaser as soon as the products are handed over to the person carrying out the transport or leave the SCHMALZ warehouse for dispatch. In the event of collection by the purchaser, the risk passes to the purchaser with the handover, unless the purchaser is in default with its collection obligation – in such cases, the risk passes to the purchaser upon the start of the default. Clauses 1 and 2 shall also apply if the delivery is made in parts or if SCHMALZ has taken over further services, such as the transport of the products to the purchaser.

2. If the purchaser is in default of acceptance, SCHMALZ may demand compensation for the damage incurred and compensation for any additional expenses, unless the purchaser is not responsible for the non-acceptance of the products. In particular, SCHMALZ is entitled to store the products at the expense of the purchaser during the default of acceptance. The costs for storing the products are charged as a lump sum at 0.5% of the net invoice value per calendar week started. Further claims by SCHMALZ shall remain unaffected. The purchaser is entitled to prove that SCHMALZ incurred no costs or lower costs. The same applies if the purchaser violates other obligations to cooperate, unless the purchaser is not responsible for the violation of the other obligations to cooperate. The risk of accidental loss or accidental deterioration of the products passes to the purchaser at the time that it goes into default of acceptance at the latest. SCHMALZ shall be entitled to terminate the contract after a reasonable period set by SCHMALZ passes fruitlessly.

3. If dispatch is delayed due to circumstances for which SCHMALZ is not responsible, the risk passes to the purchaser with the handover, unless the purchaser is in default with its collection obligation – in such cases, the risk passes to the purchaser upon the start of the default.

4. Delivered products are to be accepted by the purchaser, notwithstanding its claims for defects, even if they show insignificant defects.

9. Material Defects

1. The purchaser’s right to claim for defects is conditioned on their having inspected the delivered products after receipt, as soon as this is possible based on the usual course of matters (within three days of receipt at the latest)—including with tests and trial runs, to the extent reasonable—and having notified SCHMALZ of any obvious defects in text form (e.g. by letter, fax or e-mail) without undue delay. Hidden defects must be reported to SCHMALZ in text form immediately after they are discovered. In such cases, SCHMALZ is only responsible for hidden defects that arise within six months of the receipt of the products. The purchaser must describe the defects in text form in their notification to SCHMALZ. The purchaser must also comply with the specifications, notes, guidelines and conditions contained in the technical notes and other documents provided by SCHMALZ for the individual products, in particular the assembly instructions, operating instructions and instructions for use. Claims for defects that arise due to failure to comply with this obligation are excluded.

2. If defects are found in its products, SCHMALZ shall be entitled to provide subsequent performance by remedying the defect or by delivering defect-free products, at its discretion. When providing subsequent performance, SCHMALZ shall be obligated to bear all expenses necessary for the subsequent performance, in particular transport, travel, labor and material costs, excluding any increased costs incurred by transporting the products to a location other than the delivery address. Any labor or material costs claimed by the purchaser as a result of such subsequent performance shall be billed at cost price. Any replaced products become the property of SCHMALZ and must be returned to SCHMALZ.

3. Insofar as SCHMALZ is not prepared or able to provide subsequent performance or subsequent performance is not exercised within an appropriate additional period specified by the purchaser, the purchaser may at its own discretion withdraw from the contract without prejudice to any claims for damages or reimbursement of expenses. The same shall apply if the subsequent performance fails, is unreasonable for the purchaser or is delayed beyond reasonable time limits due to reasons for which SCHMALZ is responsible.

4. The purchaser’s right to withdraw is excluded if the purchaser is unable to return the received service and this is not due to the fact that the return is impossible based on the nature of the received service, is the responsibility of SCHMALZ or the defect has only been revealed during the processing or modification of the products. The right to withdraw is further excluded if SCHMALZ is not responsible for the defect and if the purchaser has to pay compensation for the value instead of providing the return.

5. Claims are excluded for any defects that arise from natural wear and tear, particularly in the case of wearing parts; from improper handling, assembly, use or storage; or from modifications or repairs to the products that were improperly carried out by the purchaser or third parties. The same applies to defects that are the fault of the purchaser, in particular defects that are due to chemical, physical or thermal factors that are atypical and of which the purchaser did not notify SCHMALZ in writing. The same applies to defects that are due to a technical cause other than the original defect.

6. Claims on the part of the purchaser for reimbursement of expenses instead of compensation for damages in lieu of performance are excluded insofar as SCHMALZ has not rectified the defects despite prior notice and the provision of an additional grace period or has not refunded part of the purchase amount and the expenses would not have been incurred by a reasonable third party.

7. SCHMALZ does not assume any guarantees, particularly guarantees with regard to quality or durability, unless otherwise agreed in writing in individual cases.

8. If the purchaser complains about the defects in good time, the period of limitation for the claims for defects by the purchaser shall be one year after the notification of the defects, unless the goods are purchased by a consumer (the end customer is considered a consumer) at the end of the supply chain. If the defective products have been put to their ordinary use in a construction and result in the deficiency of that construction, or if the defect in question relates to solidity in a construction, then the statutory period of limitation is ten years. The one-year period of limitation shall also apply to tort claims arising from a defect in the products. The period of limitation begins with the notification of the defects. The one-year period of limitation shall not apply to SCHMALZ’s unlimited liability for damage arising from a breach of warranty, from injury to life, limb or health, or from malicious intent or gross negligence, nor to SCHMALZ’s mandatory statutory liability for product defects, nor insofar as SCHMALZ has assumed an exercise risk. Any statement by SCHMALZ regarding a claim for defects asserted by the purchaser shall not be deemed an acquiescence to negotiations regarding the claim or the circumstances giving rise to the claim, provided that SCHMALZ has rejected the claim for defects in its entirety.

10. Defects of Title

1. SCHMALZ guarantees that the contractual use of the software by the purchaser does not conflict with the rights of third parties. In the event of defects of title, SCHMALZ warrants that it will at its discretion provide the purchaser with a legally flawless opportunity to use the software or equivalent software.

2. The purchaser shall inform SCHMALZ immediately in writing if third parties assert property rights (e.g. copyright or patent rights) to the software. SCHMALZ shall support the purchaser in its defense against attacks by the third party through consultation and information.

3. Otherwise, the provisions of section 9 shall apply accordingly in the event of any defects of title.

11. Liability of SCHMALZ

1. SCHMALZ bears unlimited liability for damages which result from violation of a guarantee or from personal injury, bodily harm or damage to health. SCHMALZ is further liable for damages resulting from malicious intent or gross negligence, or insofar as SCHMALZ has assumed an exercise risk. SCHMALZ bears liability for petty negligence only insofar as major contractual obligations are violated that result from the nature of the contract and that are of particular significance to accomplishing the purpose of the contract. In the event that SCHMALZ is in breach of such obligations, in default or unable to fulfill its obligations, the liability of SCHMALZ is limited to such damage as may be typical and predictable in the scope of this contract. Mandatory statutory liability for product defects remains unaffected.

2. Insofar as liability on the part of SCHMALZ is excluded or limited, the same limitations apply to the personal liability of the employees, representatives and vicarious agents of SCHMALZ.

12. Product Liability

1. The purchaser shall not modify the products; in particular, the purchaser shall not modify or remove existing warnings about dangers in the event of the improper use of the products. If this obligation is breached, the purchaser shall indemnify SCHMALZ from third-party product liability claims within the internal relationship, unless the purchaser is not responsible for the modification of the products.

2. If SCHMALZ is impelled to initiate a product recall or issue a product warning due to a product defect in the products, the purchaser shall cooperate to the best of its ability with the measures that SCHMALZ considers necessary and appropriate and shall assist SCHMALZ in this process, in particular in determining the necessary customer data. The purchaser is obliged to bear the costs of the product recall or warning, unless the purchaser is not responsible for the product defect according to product liability conventions. Further claims by SCHMALZ shall remain unaffected.

3. The purchaser shall inform SCHMALZ of any risks in the use of the products and possible product errors that it becomes aware of immediately in text form (e.g. by letter, fax or e-mail).

13. Force Majeure

1. Insofar as SCHMALZ is hindered in fulfilling its contractual obligations, especially in delivering the products, by force majeure, SCHMALZ shall be freed 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’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 to fulfill its obligations. This shall also apply if the aforementioned circumstances occur at a sub-supplier. If SCHMALZ is released from its obligation to deliver, SCHMALZ shall refund any advance payments made by the purchaser.

2. SCHMALZ and the purchaser are entitled to withdraw from the contract following an appropriate notice period if such a hindrance lasts for more than four months and as a result the fulfillment of the contract is no longer in the interest of SCHMALZ and/or the purchaser. Upon the request of one of the contracting parties, after the period has elapsed, the other party shall declare whether it will make use of its right to withdraw, or will fulfill its obligations within a reasonable period.

14. Retention of Title

1. The delivered products remain the property of SCHMALZ until the delivery price and all claims that SCHMALZ is entitled to receive from the purchaser based on the business relationship have been paid in full. The purchaser is obliged to treat products that are subject to retention of title with care for the duration of the retention of title. In particular, the purchaser shall insure the products at its invoice value against damage through fire, water and theft at the purchaser’s own expense. Upon the request of SCHMALZ, the purchaser must prove that it has effected an insurance policy. The purchaser hereby passes all claims to compensation by this insurance to SCHMALZ. SCHMALZ hereby accepts the transfer of claims. If this transfer should not be permissible, the purchaser hereby instructs the insurer to make any payments only to SCHMALZ. Further claims by SCHMALZ shall remain unaffected.

2. The purchaser is permitted to sell products that are subject to retention of title only as part of the normal course of business. In all other respects, the purchaser is not entitled to mortgage the products that are subject to the retention of title, use them as collateral, or make other arrangements that might pose a risk to the ownership of SCHMALZ. In the event of seizure or other interference by a third party, the purchaser shall inform SCHMALZ in text form (e.g. by letter, fax or e-mail) without delay and provide all the necessary information for notifying the third party of the ownership right of SCHMALZ and of the measures SCHMALZ must take to protect the products that are subject to retention of title. If the third party is not able to reimburse SCHMALZ for the costs, legal and otherwise, of asserting the ownership rights of SCHMALZ, then the purchaser is obligated to compensate SCHMALZ for the resulting deficit, unless the purchaser is not responsible for the interference.

3. The purchaser transfers the claims arising from the resale of the products together with all ancillary rights to SCHMALZ immediately, irrespective of whether the products that are subject to retention of title are resold without or after processing. SCHMALZ accepts this transfer immediately. If a transfer should not be permissible, the purchaser hereby instructs the third-party debtor to make any payments only to SCHMALZ. The purchaser has the revocable authorization to collect the claims assigned to SCHMALZ in its own name in trust for SCHMALZ. The amounts collected must be paid to SCHMALZ without delay. SCHMALZ may revoke the purchaser’s authorization to collect the claims and the purchaser’s authorization to resell the products for good cause, in particular if the purchaser does not properly meet its payment obligations to SCHMALZ, is in default of payment, stops its payments or if the opening of insolvency proceedings or a comparable debt settlement procedure for the assets of the purchaser is requested by the purchaser or a justified application made by a third party to open insolvency proceedings or a comparable debt settlement procedure for the assets of the purchaser is rejected due to a lack of assets. In the event of a global assignment by the purchaser, the claims assigned to SCHMALZ are to be expressly excluded.

4. Upon the request of SCHMALZ, the purchaser shall be obliged to inform the third-party debtor of the assignment immediately and to provide SCHMALZ with the information and documents required for the collection.

5. In the event of conduct that is contrary to the contract, particularly in the event of a default of payment by the purchaser, SCHMALZ shall be entitled to withdraw from the contract after a reasonable grace period set by SCHMALZ passes, without prejudice to its other rights. The purchaser must immediately grant SCHMALZ or its agents access to the products that are subject to retention of title and hand them over. Following a timely notification, SCHMALZ may utilize the products that are subject to retention of title in other ways to satisfy its due claims against the purchaser.

6. The processing or modification of products that are subject to retention of title by the purchaser shall always be carried out for SCHMALZ. The purchaser’s contingent interest in the products that are subject to retention of title shall continue in respect of the processed or modified item. If the products are processed or modified with other items not belonging to SCHMALZ, SCHMALZ acquires co-ownership of the new property in a proportion corresponding to the proportion of the value of the delivered products to the value of the other processed items at the time of processing or modification. This also applies if products are bonded or combined with other property not belonging to SCHMALZ in such a way that SCHMALZ loses its sole ownership. The purchaser shall safeguard the new property on behalf of SCHMALZ. Otherwise, all provisions governing the products that are subject to retention of title apply also to the new property resulting from processing, modification, bonding or combination.

7. Upon the request of the purchaser, SCHMALZ is obliged to release the securities to which SCHMALZ is entitled insofar as the realizable value of the securities exceeds SCHMALZ’s claims from the business relationship with the purchaser by more than 10%, taking into account the usual downward valuation adjustments by the bank. The valuation is to be based on the invoice value of the products that are subject to retention of title and the nominal value of the claims. SCHMALZ is responsible for choosing the securities to be released.

8. In the case of deliveries to other jurisdictions in which this provision on the reservation of title does not have the same effect with regard to security as in the Republic of Slovenia, the purchaser hereby grants SCHMALZ a corresponding security interest. Insofar as further measures are required for this purpose, the purchaser shall do everything it can to grant SCHMALZ such a security interest without delay. The purchaser shall cooperate in all measures that are necessary and conducive to the effectiveness and enforceability of such security interests.

15. Assembly

1. If the assembly is also assigned to SCHMALZ in addition to the delivery, this is done based on a separate service contract that is independent of the delivery.

2. The special written assembly provisions of SCHMALZ shall apply to such an assembly contract.

16. Confidentiality

1. The parties are obligated to keep secret any information designated as confidential or recognizable by other means to be business or trade secrets for a duration of five years following the delivery. They shall not record, disclose or use such information except as necessitated by the business relationship.

2. The obligation to maintain confidentiality does not apply to information that was known to the receiving party before the contractual relationship commenced, that was generally known or accessible before the contractual relationship commenced or that became generally known or accessible through no fault of the receiving party. The burden of proof lies with the receiving party.

3. The parties shall ensure by means of suitable contractual agreements with their employees and agents, especially any freelance collaborators, contractors and service providers they should engage, that those employees and agents shall also refrain from any utilization, disclosure or unauthorized recording of such business or trade secrets for a duration of five years following the delivery.

17. Data Protection

1. The parties are obliged to comply with the legal provisions on data protection, in particular the EU General Data Protection Regulation (GDPR), while executing the contract, and to impose compliance with these provisions on their employees.

2. The parties process the personal data received (names and contact details of the respective contact persons) exclusively for the fulfillment of the contract and protect this data through technical security measures (Art. 32 GDPR) that are adapted to meet the latest standards of technology. The parties are obliged to erase the personal data as soon as its processing is no longer necessary. Any statutory retention obligations remain unaffected by these provisions.

3. Should SCHMALZ process personal data on behalf of the purchaser within the context of the fulfillment of the contract, the parties shall conclude an agreement on processing in accordance with Art. 28 GDPR.

18. 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/laws, particularly with regard to 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, in particular those of the German Electrical and Electronic Equipment Act (ElektroG). The purchaser hereby releases SCHMALZ from its obligations as the manufacturer to take back products in accordance with Article 19 of the WEEE Directive and from any related claims of third parties. The purchaser shall contractually oblige any commercial third parties 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, in particular those of the WEEE Directive, and it shall oblige these third parties to pass on this disposal obligation to any further third parties to which they pass on the products. 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 the applicable statutory provisions, in particular those of the WEEE Directive.

3. The purchaser is obliged to properly empty and dispose of any used packaging received from SCHMALZ at its own expense and in accordance with the applicable statutory provisions, in particular those of the Packaging and Packaging Waste Regulation. The purchaser shall release SCHMALZ from its obligations as the seller to take back the packaging pursuant to Art. 27 of the Packaging and Packaging Waste Regulation.

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

19. Final Provisions

1. The rights and obligations of the purchaser to third parties can be transferred only with the prior written consent of SCHMALZ.

2. Counterclaims on the part of the purchaser entitle it to offsetting only if both claims are based on money or other substitute items of the same kind and quality and both claims are due. The purchaser may assert a right of retention only if its counterclaim is based on the same contractual agreement.

3. The legal relations between the purchaser and SCHMALZ shall be governed by the law of the Republic of Slovenia, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

4. If the customer is a merchant within the meaning of the German Commercial Code (Handelsgesetzbuch), a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from the business relationship between SCHMALZ and the purchaser shall be the competent court in Ljubljana. SCHMALZ reserves the right to bring suits at the registered office of the purchaser or in any other permissible jurisdiction. Arbitration clauses are explicitly rejected.

5. The place of performance for all services rendered by the purchaser and by SCHMALZ shall be the registered office of SCHMALZ unless otherwise agreed.

6. The contractual language is Slovenian.

7. Should any individual provision of these General Terms and Conditions of Sale be or become completely or partially invalid or infeasible, or should anything be missing from these General Terms and Conditions of Sale, the validity of the remaining provisions shall not be affected. In place of the invalid or infeasible provision, that valid and feasible provision shall be considered agreed which most closely approximates the purpose of the invalid or infeasible provision. If any provision is missing, then the provision that serves the purpose of these General Terms and Conditions of Sale and that the parties would have agreed to had they considered the matter in the first place shall be considered agreed.