§1 SCOPE OF APPLICATION

1 These General Terms and Conditions (“T&Cs”) apply exclusively to contracts entered into by ETS AG with entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), as well as legal persons under public law and special funds under public law within the meaning of Section 310 (1) BGB), hereinafter referred to as the “Customer”.

2 The following sales and delivery conditions form the basis of all our offers, orders, deliveries, and services. They shall also apply to all future business relationships, even if not expressly agreed again.

§2 EXCLUSIVITY

Any terms and conditions of the Customer deviating from these T&Cs shall not apply. Counter-confirmations by the Customer referring to its own terms and conditions, in particular purchasing conditions, are hereby expressly rejected. These T&Cs shall apply exclusively even if ETS AG performs delivery to the Customer without reservation in knowledge of conflicting or deviating terms and conditions of the Customer.

§3 CONTRACTUAL DECLARATIONS

1 Offers made by ETS AG are non-binding and subject to change. A contract is only concluded upon our written order confirmation.

2 Offers, cost estimates, models, drawings, calculations, and other contractual and delivery documents may not be made accessible to unauthorized third parties. We retain copyright and ownership in all such documents.

3 Objections to order confirmations must be made in writing without delay, at the latest within one week.

4 The Customer may rely on the legal validity of agreements made with employees lacking registered authority of representation only if such agreement is confirmed in writing by management.

§4 PLACE OF PERFORMANCE, DELIVERY & TRANSFER OF RISK

1 The place of performance for all services is the registered office of ETS AG in Liechtenstein.

2 Unless otherwise agreed, deliveries by ETS AG are ex works. Shipping costs shall be borne by the Customer. The risk of accidental loss or deterioration of the goods shall pass to the Customer at the latest upon handover of the goods to the Customer or to the transport person commissioned by the Customer.

3 If ETS AG arranges shipment at the Customer’s request, the goods shall be shipped at the Customer’s expense and risk. If ETS AG acts in accordance with the shipping instructions given by the Customer, this shall be done without liability on ETS AG’s part and at the Customer’s expense and risk. It is the Customer’s responsibility to arrange transport insurance.

4 Unless otherwise agreed, ETS AG is entitled to make partial deliveries. In the case of contracts extending over a longer period, each delivery shall be deemed a separate completed transaction.

§5 DELIVERY PERIOD, DELAY

1 Delivery dates stated are to be understood as approximate unless expressly agreed as binding. Performance periods shall be extended appropriately in cases of force majeure or other circumstances beyond ETS AG’s control, such as labor disputes, sabotage, demonstrations, third-party interference, or delays caused by public authorities. The same shall apply if ETS AG has entered into a specific covering transaction and the upstream supplier fails to perform in accordance with the contract. Without prejudice to other rights, both the Customer and ETS AG may withdraw from the contract if the impediment lasts longer than two months or performance becomes impossible for an indefinite period.

2 ETS AG shall inform the Customer without delay if it becomes aware of events pursuant to paragraph 1.

3 Even where delivery is delayed taking the above provisions into account, the Customer may only withdraw from the contract after granting ETS AG a reasonable grace period.

4 Claims for damages by the Customer due to delay are limited to 0.5% of the agreed net remuneration for each commenced week of delay, up to a maximum of 5% of the agreed net remuneration, unless ETS AG acted intentionally or with gross negligence.

5 If shipment is delayed at the Customer’s request, storage costs incurred from ten working days after notification of readiness for dispatch shall be charged to the Customer.

§6 FAILURE TO FULFIL ACCEPTANCE OBLIGATIONS

If framework agreements have been concluded, ETS AG shall be entitled to deliver the entire remaining quantity under the framework agreement at the Customer’s expense if the Customer fails to comply with an agreed call-off date despite being granted a grace period of at least two weeks.

§7 PUNCH DATA (CNC MACHINE DATA) / TOOLS

If an individual punch file for the machine has been created for production of the sold goods, or if special tools have been manufactured or procured, these shall remain the property and in the possession of ETS AG even if the Customer’s order is carried out only against proportionate reimbursement of the costs thereby incurred. The Customer shall have no right to surrender of such items.

§8 CONTRACTUALLY AGREED CHARACTERISTICS OF THE GOODS

The contractual condition of the goods shall be determined by the contractual agreements. ETS AG reserves the right to customary, material-related, or production-related over- or under-deliveries. Unless expressly stated otherwise, these do not constitute guaranteed characteristics. Even where goods are manufactured according to samples, the sample shall serve merely as an example to illustrate the general character or type of the goods. Unless expressly agreed otherwise, the properties of the sample are not guaranteed and may differ.

§9 NOTICE OF DEFECTS

1 Notices of defects must be sent to ETS AG in writing no later than 10 days after receipt of the goods.

2 After cutting or any other processing of the delivered goods has begun, any complaint regarding obvious defects is excluded.

3 Minor deviations in quality, color, size, weight, finish, or layout that are technically unavoidable may not be objected to. This also applies to customary deviations, unless ETS AG has expressly confirmed in writing that delivery will conform exactly to a sample.

4 The Customer bears the full burden of proof for all prerequisites of any claim, in particular for the defect itself, the time of its discovery, and the timeliness of the notice of defect.

5 In the event of justified notices of defects, the seller shall have the right to repair or deliver defect-free replacement goods. If supplementary performance fails twice, the buyer shall only be entitled to reduce the purchase price or withdraw from the contract.

§10 WARRANTY / LIABILITY

1 The limitation period for all warranty claims shall be twelve months from delivery of the newly manufactured item to be supplied, provided ETS AG has not acted intentionally.

2 ETS AG’s liability is generally limited to damage caused intentionally or by gross negligence. In cases of slight negligence, ETS AG shall only be liable in the event of injury to life, body, or health, or in the event of a breach of obligations essential to the fulfilment of the purpose of the contract.

3 If ETS AG is liable for slightly negligent breach of duty, liability is limited in amount to the damage typical for contracts of the relevant type and foreseeable at the time of conclusion of the contract or, at the latest, at the time of the breach of duty. Liability for consequential defect damage is excluded in such cases, in particular removal, installation and self-replacement costs, as well as the costs of any recall measures undertaken by the Customer or a downstream purchaser. These provisions do not apply in the event of injury to life, body, or health.

4 In addition, the following applies: if our technical data sheets or installation instructions are not followed, or if modifications are made to the products, the warranty shall lapse unless the Customer proves that the complained-of defect was not caused by these circumstances. Furthermore, where we act on the basis of the Customer’s specifications, liability is excluded for the suitability of the product for the intended use of the goods, their proper design, compliance with safety regulations and design standards, and the suitability of the material.

5 Claims for damages that do not require fault by law remain unaffected by paragraphs 2 to 4. This applies in particular to liability under product liability law. If damage is caused both by fault of the supplier and by fault of the buyer, the buyer’s contributory negligence shall be taken into account.

§11 PRICES / PAYMENT

1 Agreed prices apply ex works plus packaging and loading. VAT shall be added at the applicable statutory rate.

2 ETS AG is entitled to pass on to the Customer any increases in freight costs, shipping expenses, insurance premiums, collectively agreed wages, raw material prices, and other cost increases arising after conclusion of the contract if delivery is to take place later than two months after conclusion of the contract or if a continuing obligation exists.

3 The invoice shall be issued on the date of delivery or provision of the goods. A postponement of maturity is generally excluded.

4 All invoices are payable on the date and under the terms specified in the invoice or written offer. Unless otherwise stated, invoices are payable within 10 days of invoicing and dispatch of goods with a 2% cash discount, or within 30 days without deduction.

5 In the event of late payment, interest of 8% above the respective base interest rate of the German Federal Bank shall be charged.

6 In the event of late payment by the buyer, impending insolvency, or other material deterioration in the Customer’s financial circumstances, ETS AG may, after setting a grace period of 12 days, require cash payment before delivery or the provision of security for outstanding deliveries, withdraw from the contract, or claim damages.

§12 RETENTION OF TITLE

1 The goods shall remain the property of ETS AG until full payment of all claims arising from deliveries of goods from the entire business relationship, including ancillary claims and claims for damages. The buyer is obliged to store goods subject to retention of title separately and to insure them adequately against customary risks, in particular burglary and fire. The Customer hereby assigns to ETS AG all claims against insurers. ETS AG accepts this assignment.

2 If the Customer combines, mixes, or processes the reserved goods into a new movable item, this shall be done for ETS AG without ETS AG thereby becoming obliged to surrender possession. The Customer shall not acquire ownership of the new item pursuant to Sections 947 et seq. BGB. In such cases, ETS AG shall acquire co-ownership of the new item in proportion to the invoice value of the reserved goods relative to the total value.

3 In the event of resale of the reserved goods, the Customer hereby assigns to ETS AG all claims arising from such resale, regardless of whether the delivered goods are resold before or after processing. ETS AG accepts this assignment.

4 In principle, the Customer may only resell or process the reserved goods in the ordinary course of business and only as long as its financial circumstances do not deteriorate materially. In the event of suspension of payments, filing for or opening of judicial insolvency proceedings, or out-of-court composition proceedings, the right to resell and use the reserved goods and the authorization to collect the assigned claims shall expire.

5 As long as the Customer meets its payment obligations, it is authorized to collect the assigned claims. This authorization expires in the event of payment default or a material deterioration in the Customer’s financial circumstances. In that case, ETS AG is hereby authorized by the buyer to notify customers of the assignment and to collect the claims itself. The Customer shall immediately provide ETS AG with all information necessary for asserting the assigned claims. If the debtor is unable to reimburse ETS AG for judicial and extrajudicial costs, the Customer shall be liable for the resulting shortfall.

6 In contracts in which the delivered goods remain subject to retention of title, ETS AG is entitled to withdraw from the contract if the Customer fails to pay the purchase price for the reserved goods in accordance with the contract and has unsuccessfully been granted a reasonable grace period. The same applies if the Customer fails to fulfil another overall claim in accordance with the contract and has unsuccessfully been granted a reasonable grace period, provided such claim exceeds EUR 500.

§13 INDUSTRIAL PROPERTY RIGHTS, COPYRIGHT

1 The Customer shall ensure that goods manufactured according to its specifications do not infringe third-party property rights. If claims are asserted against us by third parties alleging infringement of such rights due to manufacture or delivery of such items, the Customer shall indemnify us against all claims. In such cases, we will only conduct defense proceedings if the Customer requests us to do so and undertakes binding responsibility for the costs. We are entitled in such case to demand security for the legal costs.

2 The Customer is contractually obliged to use documents and drawings provided to it, as well as design services and proposals rendered by us for the design and layout of fiber preforms, heaters, and smart textiles, only for the agreed purpose. The Customer is prohibited from making them accessible to third parties or using them for publications without our consent.

§14 DATA PROTECTION

By requesting an offer or accepting an order, the participating company/person consents to data collection and processing in accordance with the GDPR in conjunction with the BDSG. The business relationship is supported by data processing systems. Personal data specified in the contract, in particular name, address, telephone number, financial and bank data, which are necessary solely for the performance of the contractual relationship, are collected on the basis of statutory authorizations. Accordingly, customer data (address, products supplied, delivery quantities, prices, payments, cancellations, etc.) are recorded in an automated file and stored until the end of the business relationship. The Customer is hereby informed of this storage.

§15 PLACE OF JURISDICTION / GOVERNING LAW

1 The place of jurisdiction for all disputes between ETS AG and the Customer arising out of or in connection with this contract shall be the competent court in Liechtenstein or, at ETS AG’s option, a general or special place of jurisdiction of the Customer, provided the Customer is a merchant, a legal entity under public law, or a special fund under public law.

2 The contract governed by these General Terms and Conditions of Business and Delivery shall be subject exclusively to the laws of Liechtenstein. The application of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.