General Terms and Conditions for the Delivery of Spare Parts and Wear Parts

The following terms and conditions shall apply exclusively to deliveries made by HAZEMAG & EPR GmbH or one of its subsidiaries (hereinafter referred to as the “Supplier”) – unless other applicable documents have been expressly agreed between the parties.
Any deviating terms and conditions in the purchaser’s tender or order shall only apply if they have been accepted in writing by the supplier, even if no objection has been raised.
If special terms and conditions are agreed for certain deliveries or attached to the order, these shall take precedence over these General Terms and Conditions. Suppose the scope of delivery and services includes installation and commissioning services or the supervision thereof. In that case, the General Terms and Conditions for Service Assignments of the Supplier shall apply, subordinate to these General Terms and Conditions of Delivery. In the event of differing interpretations of the versions in bilingual texts, the German wording shall prevail. All agreements between the contracting parties must be made in writing to be valid.

I. Offer and scope of delivery

The documents belonging to the offer, such as illustrations, drawings, weight and dimension specifications, are only approximate unless they are expressly designated as binding. The supplier’s written order confirmation or the contractual agreements shall be decisive for the scope of delivery. Subsidiary agreements and amendments require the supplier’s written confirmation.

II. Price and payment

1. Unless otherwise agreed, prices are ex works and exclude packaging and loading at the factory. Value added tax at the applicable statutory rate shall be added to the prices.
2. Offsetting or exercising a right of retention against claims of the supplier is only possible with undisputed or legally established claims.
3. If the payment deadline is exceeded, default interest of 9% above the applicable base rate will be charged after a written reminder.

III. Delivery time

1. The agreed delivery clauses shall be interpreted in accordance with INCOTERMS 2020 applicable at the time of conclusion of the contract.
2. The delivery time shall be deemed to have been met if, by the end of the delivery period, the delivery item has been delivered in accordance with the agreed delivery terms (INCOTERMS 2020) or notification of readiness for shipment has been given.
3. The delivery period shall be extended appropriately in the event of force majeure. This shall also apply if the circumstances occur at subcontractors. The supplier shall also not be responsible for the circumstances if they arise during an already existing delay. The supplier shall notify the customer immediately of the beginning and end of such obstacles.
4. If shipment is delayed for reasons for which the customer is responsible, the customer shall be charged the costs incurred for storage, amounting to at least EUR 6/m²/month, beginning in the month after notification of readiness for shipment. If higher costs are proven to have been incurred, these shall be reimbursed. The supplier shall be entitled, after the expiry of a reasonable period set for acceptance of the delivery, to dispose of the delivery item elsewhere and to deliver to the customer within a reasonably extended period.

IV. Transfer of risk

1. If a reasonable deadline for acceptance of the delivery has expired without result, the supplier is entitled to dispose of the delivery item elsewhere and to supply the customer within a reasonably extended period.
2. If shipment is delayed due to circumstances for which the customer is responsible, the risk shall pass to the customer from the day on which the goods are ready for shipment; however, the supplier shall be obliged to take out the insurance requested by the customer at the customer’s request and expense.
3. Delivered items shall be accepted by the customer, even if they have minor defects, without prejudice to the rights under Section VI.
4. Partial deliveries are permissible.

V. Retention of title

The supplier retains ownership of the deliveries until full payment has been received from the customer. If the customer defaults on payment, the supplier is entitled to withdraw from the contract and demand the return of the delivered goods. The purchaser undertakes to surrender the deliveries and to pay the costs incurred as a result. If it is not possible to surrender the supplied goods, the purchaser undertakes to pay compensation. In the event of seizures or other interventions by third parties, the purchaser is obliged to inform the supplier immediately.

VI. Liability for defects in delivery

The supplier shall be liable for defects in delivery, including the absence of expressly warranted characteristics, to the exclusion of further claims, as follows:
1. All parts that prove to be unusable or significantly impaired in their usability within the period specified in paragraph 2 because of circumstances occurring before the transfer of risk – due to faulty design, defective materials, or faulty workmanship – shall be repaired or replaced free of charge at the supplier’s reasonable discretion. Hazemag & EPR GmbH must be notified immediately of any such defects. Replaced parts shall become the property of the supplier.
2. The warranty period is 12 months from delivery of the goods.
3. No warranty shall be assumed for damage arising from the following reasons: unsuitable or improper storage, use, faulty assembly, or commissioning by the customer or third parties, natural wear and tear, the use of unsuitable spare parts, unsuitable operating materials, and defective construction work, unless these are attributable to the supplier.
4. The purchaser shall, after consultation with the supplier, allow the supplier the necessary time and opportunity to carry out all repairs and replacement deliveries that the supplier deems necessary at its reasonable discretion. Only in urgent cases where operational safety is at risk and to prevent disproportionately large damage, and after prior consultation with the supplier, or if the supplier is in default with the rectification of the defect, shall the purchaser be entitled to rectify the defect itself or have it remedied by third parties and to demand reimbursement of the necessary costs from the supplier.
5. Of the direct costs incurred by the repair or replacement delivery, the supplier shall bear – insofar as the complaint proves to be justified and the supplier causes the subsequent costs – the costs of the replacement part including shipping and the reasonable costs of removal and installation, and, if this can be reasonably demanded in the individual case, the costs of any necessary provision of its fitters and assistants. Other costs shall be borne by the customer.
6. The warranty period for the replacement part and the repair shall be 12 months. However, this shall not extend the original warranty period for the delivery item.
7. In the event of improper modifications or repair work carried out by the purchaser or third parties without the prior consent of the supplier, Hazemag & EPR GmbH shall exclude liability for the resulting consequences.

VII. Limitation of liability

Claims for damages by the customer against the supplier are excluded in cases of slight negligence. It expressly excludes claims arising from a guarantee, cases of injury to life, limb, or health, claims arising from strict liability in accordance with the Product Liability Act, and the slightly negligent breach of essential contractual obligations.

VIII. Termination of the contract

Insofar as work performance or services are the subject matter of the contract, both parties may terminate the contract with immediate effect for good cause. Good cause includes:

1. If insolvency proceedings are initiated against the other party or an insolvency petition is filed.
2. Fraudulent misrepresentation or commission of a criminal offence by the other party in connection with the initiation, conclusion, or performance of the contract.
3. Infringement of intellectual property rights by the other party.
4. Violation of anti-corruption or sanctions regulations by the other party.
5. Significant breach of contractual obligations by the supplier and failure to remedy this within a reasonable period after written request by the customer.
6. Delay in payment by the customer, in accordance with the agreed payment terms, after a written reminder.
7. Failure by the purchaser to comply with its contractual obligations, which prevents the supplier from properly fulfilling the contract and is not remedied within a reasonable period after written request by the supplier to the purchaser.
In the event of termination for good cause, the terminating party shall be treated as if it had sufficiently fulfilled the contract. In the event of termination by the purchaser, Section VIII shall apply.

IX. Export control provisions

The provision of deliveries and services (contract fulfilment) is subject to the proviso that there are no obstacles to fulfilment due to national or international regulations, in particular export control provisions, embargoes, or other restrictions. The parties undertake to provide all information and documents required for export/transfer/import. Delays due to export checks or approval procedures shall render deadlines and delivery times null and void. If the necessary approvals are not granted, the

contract shall be deemed not to have been concluded concerning the affected parts; compensation claims shall be excluded in this respect and due to the exceeding of deadlines.

X. Force majeure

Force majeure is any extraordinary event that was not foreseeable at the time the contract was concluded and cannot be averted even with the exercise of due care, e.g., natural disasters, wars, labour disputes (this does not refer to the employees of the contracting parties), etc. This also applies if the extraordinary events occur at subcontractors. During the period of force majeure, the contractual rights and obligations shall be suspended. The affected party shall inform the other party immediately of the occurrence, cause of the delay, and later of its termination. The event of force majeure must be confirmed in writing by the competent Chamber of Industry and Commerce. Suppose the force majeure continues uninterrupted for a period of at least 12 months, then both parties are entitled to terminate the contract in writing.
Termination of the contract releases both parties from their contractual obligations, except for any obligations to pay damages that may already have arisen. Termination shall not affect provisions of the contract relating to the settlement of disputes or other provisions of the agreement governing the rights and obligations of the parties after termination of the contract. If one party has fulfilled the contract in whole or in part, it may demand that the other party return what it has performed. If both parties are obliged to return something, the performances shall be returned or offset against each other.

XI. Confidentiality

Both parties undertake to keep all confidential documents and confidential information that come to their knowledge

in connection with this contract and its implementation strictly confidential and not to make them available to third parties either directly or indirectly, nor to use them for their own purposes (except for the fulfilment of this contract). The same obligation shall bind employees and third parties. The confidentiality obligation shall apply for an unlimited period.
The above obligations shall not apply if and to the extent that such information:
1. Is generally known to the public at the time of disclosure or becomes generally known through no unlawful act on the part of the recipient of the information.
2. Is in the possession of the recipient of the information at the time of disclosure without any breach of a legal obligation on the part of the recipient.
3. Becomes known to the recipient of the information through disclosure by sources other than the owner of the information and these sources have a legitimate right to disclose this information; or
4. Must be disclosed by the recipient of the information in accordance with applicable law or official regulations; in which case the recipient of the information shall, to the extent legally permissible, coordinate the disclosure with the owner of the information in advance.
The recipient of the information bears the burden of proof for such exceptions.

XII. Protection of intellectual property

The intellectual property rights to drawings, illustrations, and other documents provided by the supplier to the customer in connection with the contract shall remain with the supplier or copyright holder. The customer may only use these documents for the fulfilment of the respective contract and must return them to the supplier upon request at any time.

XIII. Place of jurisdiction and applicable law

All disputes and differences of opinion that may arise from or in connection with this contract shall be settled, as far as possible, through negotiations between both parties. If no agreement can be reached through negotiation, then the place of jurisdiction shall be Münster, unless another exclusive place of jurisdiction is specified. The supplier is also entitled to bring legal action at the purchaser’s place of business. All legal relationships between the purchaser and the supplier shall be governed exclusively by the laws of the Federal Republic of Germany, excluding foreign law and the UN Convention on Contracts for the International Sale of Goods.

XIV. Severability clause

Should one or more provisions of these Terms and Conditions of Delivery be or become invalid, this shall not affect the validity of the remaining provisions.

HAZEMAG & EPR GmbH
Brokweg 75
48249 Dülmen Germany

09.09.2025