Terms and Conditions

General terms of delivery and service of Zipp Industries GmbH & Co. KG and Zipp Maschinentechnik GmbH
Erwin-Topp-Strasse 3, D-44866 Bochum

I. Scope
1. The following terms and conditions (hereinafter also referred to as “Terms and Conditions”) apply exclusively to all ongoing and future inquiries, offers, deliveries and services between us and the customer. Conflicting, deviating or supplementary terms and conditions of the customer are expressly rejected. These are only binding if we accept them in writing.

II. Offer and conclusion of contract
1. Our offers are subject to change and non-binding. Agreements only become legally effective upon our written confirmation. We can accept orders or orders within 14 days of receipt of them.

2. The scope of delivery is subject to our written confirmation. A reference to standards, similar technical rules, other technical information, descriptions and illustrations of the delivery item in offers, price lists, catalogues and brochures are not guaranteed characteristics. In principle, certain characteristics of the goods are only considered warranted by us if we have expressly confirmed this in writing.

3. We may make technical improvements in design, material and form if and insofar as this does not jeopardize the purpose of the contract and this is otherwise reasonable for the customer, taking into account his interests.

III. Prices, Payment, Delay
1. Unless otherwise stated, our prices are in euros plus the applicable value added tax and, ex our factory, excluding packaging, freight, postage and security. For deliveries made later than 6 months after the conclusion of the contract, price increases are permitted if and insofar as they are based on changes in the manufacturing process for which we are not responsible, which have arisen after the conclusion of the contract and this is reasonable for the customer, taking into account his interests. The customer must be notified of such a price increase within a reasonable period of time.

2. To check whether deliveries within the territory of the European Community can be made free of sales tax, we need the following from the customer: sales tax identification number; name and address, place of destination and provision of all documents required to prove a tax-exempt intra-Community delivery (receipts, confirmation of receipt, etc.). In the event that we are charged an additional sales tax payment due to incorrect or incomplete information provided by the customer, we are entitled to continue to charge this amount to the customer. If the inaccuracy or incompleteness of the information is due to fault on the part of the customer, he is obliged to pay us compensation.

3. Our invoices are payable within 30 days from the date of invoice, with a 2% discount if paid within 14 days. Invoice amounts for contract work are exclusive of any deduction when due immediately.

4. Despite the customer's repayment terms to the contrary, we are entitled to offset payments first against the customer's older debts and, at the same age, each debt proportionately. If costs and interest have already been incurred, we are entitled to offset the payment first against the costs, then against the interest and finally against the main service.

5. After the payment deadline and reminder has been exceeded, we charge interest at the usual banking rate, but at least 9% above the base interest rate in accordance with §247BGB.

6. If the customer fails to meet his payment obligations, in particular fails to cash a check or ceases to make payments, all of our claims arising from the business relationship are due immediately and without regard to deferral agreements.

7. The customer is only entitled to offset or withhold if these counterrights have been legally established or are undisputed.

8. If, after conclusion of the contract, we discover that there has been a significant deterioration in the customer's financial circumstances, we are entitled, at our option, to claim advance payment or sufficient security due and not due claims and to refuse payment until advance payment or security has been made.

IV. Delivery time and delivery option
1. Agreed dates and deadlines do not start before the documents to be procured by the customer have been provided and all details of the implementation have been clarified.

2. We are not liable for the impossibility of delivery or for delays in delivery, insofar as these are due to force majeure or other events unforeseeable at the time the contract is concluded (e.g. operational disruptions of any kind, difficulties in obtaining materials or energy procurement, transport delays, strikes, lawful lockout, lack of manpower, energy or raw materials, difficulties in obtaining necessary official permits, official measures or the lack of incorrect or not timely delivery by suppliers) for which we are not responsible. If such events make delivery or performance significantly difficult or impossible for us and the hindrance is not only of temporary duration, we are entitled to withdraw from the contract. In the event of temporary obstacles, the delivery and performance deadlines are extended or the delivery or service dates are postponed by the period of hindrance plus a reasonable start-up period. Insofar as the customer cannot be expected to accept the delivery or service as a result of the delay, he may withdraw from the contract by making an immediate written statement to the contractor.

3. If necessary official import or export permits are not issued, or the execution of the contract is or becomes impossible as a result of official import or export bans, and we are not responsible for cases of the nature described above, we may withdraw from the contract even if we have taken over to request an import or export permit. The customer cannot derive any claims against us from this.

4. We are entitled to make partial deliveries if — the partial delivery can be used by the customer within the scope of the contractual purpose, — delivery of the remaining ordered goods is ensured and — the customer does not incur any significant additional expenses or additional costs (unless the contractor agrees to assume these costs).

5. We assume no liability for timely transportation. The delivery period is deemed to have been met upon notification of readiness for dispatch if dispatch is delayed or becomes impossible through no fault of our own or through no fault of the supplier.

6. If we delay in delivery, the customer may set a reasonable period of grace and withdraw from the contract in whole or in part after its fruitless expiry. Claims for damages due to delayed delivery and non-performance, for whatever reason, exist only in accordance with the provisions in Section X

7. We will not be in default as long as the customer is in default of fulfilling obligations to us, including those arising from other contracts.

V. Retention of title
1. Until full payment of all current and future claims, including all ancillary claims against the customer arising from the business relationship, the delivered goods remain our exclusive property.

2. If the customer acts contrary to the contract, in particular in the event of late payment, we are entitled to demand that the delivery be returned after a reasonable period of time. If the surrender is required, the contract will only be withdrawn if we expressly declare this.

3. In the event of seizure or other interference and impairment by third parties, the customer must immediately notify us. In the event of seizure, the customer or buyer bears the costs of the intervention.

4. The customer must adequately insure the reserved goods, in particular against fire and theft. Claims against insurance arising from a claim involving the reserved goods are already assigned to us in the amount of the reserved goods. We accept the assignment.

Until further notice, the customer is entitled to resell, process and combine the delivery in the ordinary course of business as long as he meets his payment obligations to us. He is not permitted to make other dispositions, in particular pledge or transfer as security.

6. The retention of title extends to the products resulting from processing, mixing or combining our goods, at their full value, in which case we are considered the manufacturer. If, when processed, mixed or combined with third-party goods, their ownership rights remain, we acquire joint ownership in proportion to the invoice values of the processed, mixed or combined goods. In all other respects, the same applies to the resulting product as to the goods delivered under retention of title. The customer stores the property or joint ownership for us free of charge. The co-ownership rights arising here are considered reserved goods. At our request, the customer is obliged at any time to provide us with the information necessary to pursue our ownership or co-ownership rights.

7. The customer is obliged to resell or process only subject to a reservation of title. He hereby assigns to us all claims against third parties in whole or in the amount of our possible co-ownership share in accordance with the previous paragraph as security. We accept the assignment. The prohibitions set out in paragraph 5 (pledging and transfer of security) also apply in view of the assigned claims.

8. The customer may not enter into an agreement with its customers which in any way exclude or impair our rights or nullify the advance assignment of the claim.

The retention of title extends to the products resulting from processing, mixing or combining our goods, at their full value, and we are considered the manufacturer. If, when processed, mixed or combined with third-party goods, their ownership rights remain, we acquire joint ownership in proportion to the invoice values of the processed, mixed or combined goods. In the event of the sale of reserved goods with other items, the claim against the third-party buyer in the amount of the delivery price agreed between us and the customer is considered assigned, unless the amounts attributable to the individual goods can be determined from the invoice. In the event of the sale of co-ownership shares as reserved goods, the claim arising from the resale in the amount of our co-ownership share is considered assigned to us.

9. The customer remains authorized to collect the assigned claim in addition to us, without this affecting our right to collect the claim ourselves. As long as the customer meets his payment obligations, we will not make use of our collection right.

10. If the customer acts contrary to the contract, in particular in the event of default in payment, we are entitled to withdraw from the contract in accordance with the statutory provisions and demand the return of the reserved goods on the basis of the retention of title and withdrawal. To determine the inventory of the goods delivered by us, we may enter the customer's business premises at any time during normal business hours. The customer must immediately inform us of any access by third parties to reserved goods or claims assigned to us or of an application to open insolvency proceedings.

11. At the customer's request, we will release the security rights to which we are entitled insofar as their value exceeds the claims to be secured by more than 20%.

VI. Acceptance, Dispatch and Transfer of Risk
‍1. If acceptance has been agreed, this will take place at the supplier plant immediately after notification of readiness for dispatch. The customer bears the costs. If acceptance does not take place, is not carried out on time or if the customer waives it, we are entitled to ship the goods without acceptance or to store them at the customer's expense and risk. In this case, the goods are considered to have been delivered free of defects, unless the defect would not have been apparent even upon acceptance.

2. In addition, the statutory provisions of work contract law apply mutatis mutandis to an agreed acceptance.

2. Without special agreement, it is up to us to choose the means of transport, shipping route or packaging. If packaging has been agreed, this will be done in the usual commercial manner at an additional cost.

3. When the goods are handed over to a freight forwarder or carrier, at the latest when they leave our warehouse or delivery plant, the risk is transferred to the customer — even if delivered to a free destination. This applies even if we have taken over the delivery. At the customer's request and expense, the shipment is insured against breakage, transport and fire damage.

4. Transport damage must be noted immediately on the delivery note.

5. Goods reported ready for shipment must be retrieved by the customer immediately. Otherwise, we are entitled to ship them at our discretion or to store them at the customer's expense and risk.

6. Storage costs after transfer of risk are borne by the customer. When stored by us, the storage costs amount to 0.25% of the invoice amount of the delivery items to be stored per past week. We reserve the right to assert and prove further or lower storage costs.

VII. Intellectual property rights
1. We reserve ownership and copyrights to illustrations, drawings, models, plans, software, samples and other documents. They may neither be reproduced nor made available to others without our consent and must be returned to us immediately, free of charge, upon request or failure to place the order.

2. If third-party property rights are infringed when manufacturing the goods in accordance with drawings, models, samples or other information provided by the customer, the customer releases us from all claims.

3. If the order is not placed with us, we are entitled to demand appropriate remuneration for the models, drawings, plans or other documents created by us. VIII. Usage instructions Our products may only be used for their intended purpose by qualified and trained personnel. The use of our products must comply professionally and properly in compliance with recognized technical rules and the contractually agreed characteristics, standards as well as safety, occupational safety, accident prevention and other regulations. In addition, the customer must comply with any user instructions for the individual products. Modifications and additions are carried out at the customer's risk unless we have expressly provided a guarantee for this.

VIII. Usage notes
Our products may only be used for their intended purpose by qualified and trained personnel. The use of our products must comply professionally and properly in compliance with recognized Technical Rules 7/8 and the contractually agreed characteristics, standards as well as safety, occupational safety, accident prevention and other regulations. In addition, the customer must comply with any user instructions for the individual products. Modifications and additions are carried out at the customer's risk, unless we have expressly assumed a warranty here.

IX. Warranty
1. With regard to materials and construction, we guarantee state-of-the-art delivery and performance. If the delivered item is defective, the customer may, at his option, request removal of the defect (repair) or delivery of a defect-free item (replacement delivery). If the customer does not explain which of the two rights he chooses, we can set him a reasonable period of time to do so. If the customer does not make the choice within the time limit, the right to vote is transferred to us upon expiry of the period. Insofar as the customer has notified us in writing of the intended use of the delivery and we have expressly confirmed the usability in writing, we also assume responsibility for the usability. The warranty period begins on the date of transfer of risk, but no later than three months after leaving our factory, and is 1 year.

2. In the event of defects in components from other manufacturers which we are unable to remedy for licensing or factual reasons, we will, at our option, assert our warranty claims against the manufacturers and suppliers for the account of the client or assign them to the client. Warranty claims against us exist in the event of such defects under the other conditions and in accordance with these General Terms of Delivery and Payment only if the enforcement of the above claims against the manufacturer and supplier was unsuccessful or, for example due to insolvency, is hopeless. For the duration of the legal dispute, the limitation period of the client's corresponding warranty claims against the contractor is suspended.

3. Any delivery of used items agreed with us in individual cases is subject to the exclusion of any warranty for material defects. With regard to the remaining liability, reference is made to Section VIII of these General Terms and Conditions.

4. Delivery items that are replaced must be sent free of postage and freight. They become our property.

5. Natural wear and tear and damage for which the customer is responsible are excluded from the warranty. The same applies to design and material defects if the delivery is provided in accordance with the customer's design documents.

6. The customer or the recipient designated by him must carefully examine the items delivered by us immediately after delivery. They are considered approved by the customer with regard to obvious defects or other defects that would have been apparent during an immediate, careful inspection, if we do not receive a written notice of defects within 7 working days of delivery. With regard to other defects, the delivery items are considered approved by the customer if the contractor does not receive the complaint within 7 working days after the defect was discovered by the customer; if the defect was already apparent to the client at an earlier point in time during normal use, this earlier point in time is decisive for the start of the complaint period.

7. The customer must give us the necessary time and opportunity to carry out all improvements that we deem necessary and to deliver replacements. If he refuses to do so, we are exempted from any liability.

8. If the type of rectification chosen by the customer is impossible or involves disproportionate costs, we are entitled to refuse to repair the defect. The customer can then demand a reduction in remuneration or withdraw from the contract.

9. If a defect was due to fault on our part, the customer may otherwise claim compensation only under the conditions specified in Section X.

X. Compensation claims, disclaimer
1. The contractor's liability for damages, irrespective of the legal basis, in particular due to impossibility, delay, defective or incorrect delivery, breach of contract, breach of obligations in contract negotiations and tort, insofar as fault is involved in each case, limited in accordance with this paragraph.

2. The contractor is not liable in the event of simple negligence on the part of its organs, legal representatives, employees or other vicarious agents, unless it is a breach of essential contractual obligations. Significant contractual obligations are those whose fulfilment shapes the contract and on which the contractual partner may rely. Insofar as the contractor is fundamentally liable for damages in accordance with the above, this liability is limited to damage which the contractor foresaw at the time of conclusion of the contract as a possible consequence of a breach of contract or which he should have foreseen if he had exercised normal care. In addition, indirect and subsequent damage can only be compensated insofar as such damage is typically expected.

3. The above liability exclusions and limitations apply to the same extent in favour of the organs, legal representatives, employees and other vicarious agents of the contractor.

4. The limitations of this section do not apply to the contractor's liability for intent, gross negligence and for injury to life, limb or health or under the Product Liability Act. 5. Insofar as the contractor provides technical information or provides advice and this information or advice is not part of the contractually agreed scope of services owed by him, this is done free of charge and to the exclusion of any liability.

XI. Rental of drilling equipment and mixing plants
1. Returning the rental device
The tenant must return the rental property to the landlord's storage space at his own expense and risk. If the rental property is picked up by the landlord, the tenant must keep it packed or palletized and ready for transport at an unobstructed, navigable location. Necessary cleaning and repairs will be charged to the tenant.

2. Rental period
The rental agreement concluded for a rental period ends at the end of the agreed rental period. The time spent on maintenance and care work carried out by the tenant during the rental period is counted at the rental period. The time required for inspection and repair work for which the tenant is not responsible is excluded from the calculation.

3. Maintenance and care
The tenant is obliged to protect the rental property in every way against overuse and incorrect use and to carry out the proper and professional maintenance and care of the rental property at his own expense. If repair and inspection work is necessary, the tenant must notify the landlord of this in good time and then have it carried out by the landlord immediately. The landlord must bear the costs for this, provided that the tenant has demonstrably fulfilled his obligations.

4. Still clause
If the work for which the equipment is rented is suspended for at least ten consecutive days as a result of circumstances for which neither the tenant nor the client is responsible (e.g. frost, floods, strikes, internal unrest, war events, official orders), this period is considered a standstill period from the 11th calendar day. The rental period agreed for a specific period of time will be extended by the shutdown period. The tenant must pay 75% of the agreed monthly rent corresponding to this period based on a working day shift of 8 hours. The tenant must immediately notify the landlord in writing both of the cessation of work and of its resumption and, upon request, prove the standstill period by means of documents.

XII. Jurisdiction and general clauses
1. The place of fulfilment for deliveries and payments is our registered office.

2. Bochum is the place of jurisdiction for all disputes arising from the contractual relationship, unless another place of jurisdiction is mandatory. We are also entitled to sue at the customer's headquarters.

3. All legal relationships between the customer and us are governed exclusively by the laws of the Federal Republic of Germany. The application of the United Nations Convention on Contracts for the International Sale of Goods (so-called UN Sales Convention or Convention) is excluded.

4. Even if individual conditions are legally ineffective, the rest of the contract remains legally binding. In the event of the invalidity or invalidity of one of the provisions of our general terms and conditions, it is agreed that instead of these ineffective or void provisions, the provision that comes closest to the intended purpose of the contract and becomes legally effective shall apply.

5. The customer acknowledges that we store data from the contractual relationship in accordance with Section 28 BDSG for the purpose of data processing and reserve the right to transfer the data to third parties (e.g. insurance companies) to the extent necessary for the performance of the contract.