General Terms of Delivery and Payment PROFORM GmbH (Status: 01.11.2025) These General Terms of Delivery and Payment form part of all legal relationships with our customers. They extensively correspond to the currently recommended conditions of VDMA (Verband deutscher Maschinen- und Anlagenbauer; Association of mechanical engineering in Germany) which have been approved by the Federal Cartel Authority (Bundeskartellamt).

I. General

1. These terms and conditions as well as all separate contractual agreements shall be deemed as a basis for all deliveries and services. No deviating terms and conditions of purchase of the Buyer shall become part of the contract even when an order is accepted. A contract shall – in the absence of a separate agreement – come into effect upon receipt of the written order confirmation from the Supplier.

2. The Supplier reserves the rights to property and copyright for samples, cost estimates, sketches and similar information of a physical and immaterial type – even in electronic form; they may not be made accessible to third parties. The Supplier undertakes to obtain the prior consent of the Buyer before making any information and documents described as confidential by the Buyer accessible to third parties. Furthermore, confidentiality agreements concluded additionally will apply complementary.

3. No public statements of the Supplier, in particular in advertising will be deemed as contents of the contract. The Buyer may not derive expectations for certain features of the delivered object from any descriptions and presentations in public statements made by the Supplier. Documents such as figures, sketches, information on weight and dimensions, which the Supplier may enclose with his offer, shall only be deemed as approximately decisive insofar as they are not expressly described as binding.

II. Price and Payment; Proof of Exportation

1. Border -crossing deliveries will be carried out duty unpaid and untaxed. As far as duties, taxes or other charges will be levied they are for the Buyer’s account. In the absence of a separate agreement the prices shall apply ex works including loading in the works, however excluding packaging and unloading. The prices do not include the applicable rate of value added tax. The prices valid on the day the contract is entered into will always apply. The supplier reserves the right to change its prices accordingly if there are any reductions or increases in costs after conclusion of the contract, in particular owing to collective wage agreements or changes in prices of materials. The Supplier shall provide proof of this to the Buyer upon request.

2. In the absence of a special agreement the payment shall be made without any deduction onto the account of the Supplier and indeed: 50 % payment on account after receipt of the order confirmation, 50 % with the declaration of the Supplier that the goods are ready for dispatch. Invoices for spare parts and invoices for services shall be due and payable within 30 days without deduction.

3. The Buyer shall insofar only be entitled to the right to retain payments or to set off against counter claims if its counter claims shall be undisputed or have been established as final.

4. The Buyer shall be in default when a reminder is sent after the due date, no later however than 30 days after due date and receipt of an invoice or an equivalent payment demand of the Supplier. Should the Buyer be in default of payment then the Supplier shall be entitled to demand default interest in the amount of the respective bank rates for overdraft facilities from due date at least however in the amount provided by law according to § 288 subsec. 2 BGB (German Civil Code). In the event that the Supplier shall be in the position to prove higher damages due to default it shall be entitled to assert these.

5. The claims of the Supplier shall be due and payable immediately irrespective of the term of any collected and irrevocably credited bills of exchange if the terms of payment are not observed or the Supplier is aware of circumstances which are suitable for reducing the creditworthiness of the Buyer. The Supplier shall then also be entitled to only execute any deliveries still outstanding against an advance payment. Should the Buyer be in default of payment then the Supplier is additionally entitled to rescind from the contract and also to demand compensation. The Supplier may also prohibit the resale and installation of the delivered goods and demand their return or the assignment of the indirect possession of the delivered goods at the costs of the Buyer. The Buyer shall hereby now already authorize the Supplier to access its company in the cases mentioned and to remove the delivered goods; the removal shall not be deemed as a rescission from the contract.

6. In the event that a Buyer with company seat outside the Federal Republic of Germany or its authorised representative collects the goods and carries or sends them abroad the Buyer has to prove this to the Seller by handing over documentary evidence which meet the requirements of the German turnover tax law. If this proof will not be delivered within a period of 30 calendar days after the goods have been handed over to the Buyer, the Buyer has to pay turnover tax from the invoice amount according to the turnover tax rate applying for deliveries within the Federal Republic of Germany.

III. Time of Delivery, Delay in Delivery

1. The time of delivery for delivery of goods and services result from the agreements of the contractual parties. The observance of the time by the Supplier presumes that all commercial and technical questions have been clarified between the contractual parties and the Buyer shall have fulfilled all obligations, for which it is responsible, such as e.g. provision of the necessary official certificates or permits or has made a down payment. If this is not the case, then the delivery time shall be extended reasonably. This shall not apply insofar as the Supplier shall be responsible for the delay. In case of a subsequent change to the order the Supplier shall be entitled to extend the delivery time.

2. The observance of the delivery period shall be subject to the correct and timely self-delivery. Should the Supplier become aware of any delays it shall inform the Buyer as soon as possible.

3. The delivery period shall be deemed as observed if the delivery item has left the Supplier’s plant before expiry of the period or notification has been given that the goods are ready for delivery. Insofar as the goods are to be accepted – except in cases of justified refusal of acceptance – the acceptance date shall be decisive, alternatively the notification that the goods are ready for acceptance.

4. In the event that the dispatch or the acceptance of the delivered object shall be delayed for reasons for which the Buyer shall be responsible then it shall be charged the costs incurred through the delay beginning one month after notification has been given that the goods are ready for dispatch or acceptance, including default interest (9 percentage points above the base rate according to § 288 subsec. 2 BGB (German Civil Code). In particular, the Supplier shall be entitled to store the delivery item with third parties at the risk and the cost of the Buyer. The Supplier shall also be entitled to dispose otherwise of the delivery item after setting and unsuccessful expiry of a reasonable deadline, to deliver the goods to the Buyer with a reasonable extended deadline and to charge the prices applicable upon the time of delivery.

5. In the event that the non-observance of the delivery time shall be due to force majeure, industrial disputes or any other events, which are outside of the sphere of influence of the Supplier then the delivery time shall be extended accordingly irrespective of whether these events occur at the Supplier or a subcontractor. Neither will the Supplier be responsible for the afore-mentioned events if they occur during an already existing default. The Supplier shall inform the Buyer of the occurrence and the end of such circumstances as soon as possible.

6. The Buyer shall be entitled to rescind from the contract without notice if it shall be finally deemed impossible for the Supplier to perform the full service before passing of risk. In addition to this, the Buyer may rescind from the contract if it shall be impossible to execute a part of the delivery of an order and it shall have a justified interest in refusing the part delivery. If this is not the case, then the Buyer shall pay the contractual price due for the part delivery. The same shall apply in the case of incapacity of the Supplier. Incidentally‚ Section VII. 2 shall apply. If impossibility of performance or incapacity occurs during the delay in acceptance or should the Buyer be exclusively or mainly responsible for these circumstances it shall be obliged to give consideration.

7. Should the Supplier be in default resulting in damages on the Buyers’ side the Buyer shall be entitled to demand a flat rate compensation for default. It shall amount to 0.5% for each full week of the delay, in total however a maximum of 5 % of the value of that part of the total delivery which cannot be used in time or as per contract owing to the delay. Should the Buyer set the Supplier a reasonable deadline for performance – taking into account the statutory exceptional cases – after due date and should the deadline not be met, the Buyer shall be entitled to rescind from the contract within the framework of the statutory regulations. Further claims from delay in delivery are determined exclusively according to Section VII.2 of these terms and conditions.

8. In the event that the Buyer shall cancel its order or refuse acceptance of the delivered object for reasons, for which it shall be responsible, then the Supplier, insofar as it shall not insist on performance, shall be entitled to cancellation costs of 10 per cent of the order value instead of compensation without having to provide any further proof. Besides the cancellation costs, the Buyer shall pay for any equipment of the delivered object specially produced for him, which will upon request be made available to him.

IV. Passing of Risk, Acceptance, Transport

1. The risk shall pass onto the Buyer when the goods are handed over to the carrier or freight forwarder no later however than at the time the delivered object has left the works and indeed also if partial deliveries are carried out or the Supplier has assumed responsibility for other services, e.g. the dispatch costs or delivery and installation. Insofar as an acceptance has to take place this shall be decisive for the passing of risk. It must be carried out immediately on the acceptance date, alternatively after notification by the Supplier that the goods are ready for acceptance. The Buyer may not refuse acceptance in the case of an insignificant defect. The Supplier’s performance is deemed to be accepted at the end of 12 working days after written notification about the completion of the performance. If the Buyer has taken into use the performance or parts thereof, the acceptance is deemed to be made 6 working days after the start of use.

2. In the case that the dispatch or acceptance is delayed or omitted owing to circumstances which cannot be attributed to the Supplier the risk shall pass to the Buyer from the date of the notification that the goods are ready for dispatch or acceptance. The Supplier undertakes at the cost of the Buyer to procure any insurances, which it may demand.

3. Part deliveries are permitted insofar as reasonable for the Buyer.

4. In the case of damages to goods in transit the Buyer shall immediately arrange for the facts to be recorded by the responsible authorities.

5. Delivery items are, even if they show insignificant defects, to be accepted by the Buyer notwithstanding the rights from Section VI. of these terms and conditions.

6. The Supplier will not take back any transport- nor other packaging according to the stipulations of the packaging regulations.

7. If , through no fault of the Supplier, transport by the intended route or to the intended place within the intended time is impossible, the Supplier shall be entitled to deliver by another route or to another place at the Supplier’s discretion; the additional costs incurred shall be borne by the Buyer. The Buyer shall be given the opportunity to comment beforehand.

V. Reservation of Title

1. The Supplier reserves the rights to the property of the delivery item until receipt of all payments from the contract of delivery.

2. The Supplier shall be entitled to ensure the delivery item at the cost of the Buyer against theft, breakage, fire, water and other damages insofar as the Buyer shall not have procured any such insurance and have provided proof of such.

3. The Buyer may neither sell, pledge nor assign as collateral the delivery item subject to Section V.8. It shall inform the Supplier immediately in case of pledges and confiscation or other disposals by a third party.

4. In case of any conduct of the Buyer, which is in breach of the contract, in case of default of payment, the Supplier shall be entitled to redeem the delivery item after warning and the Buyer is obliged to return this.

5. Owing to the reservation of title the Supplier may only demand return of the delivered object if it has rescinded from the contract.

6. The application for initiation of insolvency proceedings against the Buyer’s assets entitles the Supplier to rescind from the contract and to demand the immediate return of the delivery item.

7. In case of processing, combination and mixing of the reserved goods with other goods by the Buyer the Supplier shall be entitled to the co-ownership of the new object as a proportion of the invoice value of the reserved goods compared with the invoice value of the other goods used. In the event that the title of the Supplier shall expire by combining or mixing then the Buyer shall hereby assign to the Supplier who is accepting the assignment already now the rights of ownership in the new stock to which it is entitled or the object to the extent of the invoice value of the reserved goods and shall keep these safe for him free of charge. The rights of co-ownership incurred through this shall be deemed as reserved goods in the sense of Section V.1.

8. The Buyer may only sell reserved goods in the course of usual business under its normal business terms and conditions and as long as it shall not be in default under the condition that it shall agree on a reservation of title with its buyers and that the claims from the resale pass to the Supplier according to Section V.9. to V.11. It shall not be entitled to any other disposals of the reserved goods.

9. The claims of the Buyer from the resale of the reserved goods will hereby now already be assigned to the Supplier, who shall accept this. They will serve to the same extent as security as the reserved goods.

10. In the event that the reserved goods are sold by the Buyer together with other goods not sold by the Supplier then the assignment of the claim shall apply from the resale only in the amount of the invoice value of the respectively sold reserved goods. In the case of the sale of goods for which the Supplier has co-ownership shares acc. Section V.7. the assignment of the claim shall apply in the amount of these co-ownership shares.

11. In the event that the reserved goods are used by the Buyer to satisfy a work and service contract then Section V.9. and V.10. shall apply accordingly for the claim under this contract.

12. The Buyer shall be entitled to collect claims from the sale acc. Section V.8. and V.11. until the revocation of the Supplier which shall be permitted at all times. The Supplier shall make use of the right to revocation only in the cases mentioned in Section II.5.

13. The Buyer is in no way authorized to assign the claim. Upon request of the Supplier, it undertakes to inform his buyers immediately of the assignment to the Supplier and to give the Supplier the information and documents necessary for collection.

14. In the event that the value of the securities granted to the Supplier exceeds the secured claims altogether by more than 25 % then it shall upon request of the Buyer insofar be obliged to release securities at its choice.

15. In the event that the reservation of title or the assignment is not deemed effective according to the law which is applicable in the area in which the goods are located, then such security is deemed as agreed which corresponds with the reservation of title or the assignment in this area. If the cooperation of the Buyer is necessary for this then it shall at its own costs undertake all measures which are necessary for justifying and retaining such rights.

VI. Claims for Defects

The Supplier shall provide warranty for defects of quality and defects in title of the delivery under the exclusion of further claims – subject to Section

VII. – as follows: Defects of quality

1. All parts, which prove to be defective owing to a circumstance existing before passing of the risk, are to be improved free of charge or at the choice of the Supplier to be replaced without defects. Delivery items or parts thereof are only considered to be defective if they do not show the conditions agreed upon. The detection of such defects is to be reported to the Supplier immediately in writing. Replaced parts shall become the property of the Supplier.

2. The Supplier does not assume any warranty or liability for the fitness of the delivered goods for a customary use or for a general use deviating from or exceeding the conditions of the goods which have been agreed upon. Furthermore, the Supplier is not liable for the fitness of the delivered goods for a specific use envisaged by the Buyer irrespective of a possible knowledge of an envisaged purpose unless the fitness of the delivered goods for such purpose which the Buyer may have envisaged is explicitly agreed upon in writing. The Supplier’s silence with regards to a purpose of use which has been submitted to Supplier’s attention does not constitute a consent to the aimed purpose even if the respective contract is concluded and executed. As far as the delivery of accessories such as e.g. instruction sheets and installation guidelines as well as documentation on the purchase item is not agreed upon individually in the respective contract the Supplier shall not be obliged to deliver such accessories together with the purchase item but shall be entitled to deliver such accessories in subsequent (partial) deliveries to the Buyer which may take place after the purchase item has already been delivered.

3. The Buyer shall give the necessary time and opportunity to undertake all improvements and replacement deliveries which may appear necessary to the Supplier after consultation with the Supplier; otherwise, the Supplier shall be released from the liability for the ensuing consequences. Only in urgent cases with risk of danger to the operational safety or to prevent disproportionately high damages, whereby the Supplier is to be notified immediately, the Buyer shall be entitled to correct the defects itself or have these corrected by third parties and to demand that the Supplier reimburse the necessary expenses.

4. Of the direct costs incurred through the improvement or the substitute delivery the Supplier shall bear – insofar as the complaint turns out to be justified – the costs of the replacement including dispatch. It shall in addition to this bear the costs for the dismantling and installation and the costs for providing any necessary fitters and assistants including travelling expenses insofar as no disproportionate burden is incurred to the Supplier through this.

5. Within the framework of the statutory regulations the Buyer shall be entitled to rescind from the contract if the Supplier – taking into account the exceptional cases laid down by law – allows a reasonable deadline set to it for the improvements or substitute delivery due to a defect of quality to pass unsuccessfully. If only an insignificant defect exists the Buyer shall merely be entitled to reduce the contractual price. The right to reduction of the contractual price remains otherwise excluded. Any other claims shall be determined according to Section VII.2. of these terms and conditions.

6. No warranty shall be assumed in particular in the following cases: Unsuitable or improper use, faulty assembly or commissioning by the Buyer or third parties which have not been instructed by the Supplier, natural wear and tear, faulty or negligent treatment, improper service, unsuitable operating resources, faulty building work, unsuitable building substance, chemical, electrochemical or electrical influences and delivery of used machines. – insofar as the Supplier shall not be responsible for them.

7. In the case of delivery of software products integrated into the delivery item or standalone software products, the Buyer shall have no warranty claims a. In the event of only insignificant deviations from the agreed quality or only insignificant impairment of the usability of the software product, b. in the event of defects caused by failure to observe the terms and conditions of use and usage instructions applicable to the software product or the accompanying documentation, c. in the event of incorrect operation by the Buyer, d. in the event that hardware, software or other equipment is used which is not suitable for the use of the software product, e. if the Buyer fails to report a defect immediately and the Supplier was unable to remedy the defect as a result of the failure to report the defect immediately, or f. if the Buyer is aware of the defect at the time of entering into the contract and has not reserved its rights

8. In the event that the Buyer or a third party shall make improper improvements the Supplier shall not be liable for the ensuing consequences. The same shall apply for any changes to the delivery item carried out without the prior.

9. After the Buyer has accepted the delivery subject to the contract without reservation the Buyer is not entitled to raise claims – including claims for damages – in addition to claims for defects unless the Buyer has not known the defects at the time of acceptance. Defects in title

10. If the use of the delivered object results in the infringement of industrial property rights or copyrights in the domestic country, the Supplier shall at its costs principally procure the Buyer the right to the further use or modify the delivery item in such a way reasonable for the Buyer that the infringement of the industrial property rights no longer exists. If this is not possible at commercially reasonable conditions or within an appropriate deadline the Buyer shall be entitled to rescind from the contract. Under the given prerequisites the Supplier shall also be entitled to rescind from the contract. In addition to this, the Supplier shall release the Buyer from undisputed or legally declared claims of the owners of the industrial property rights concerned.

11. The obligations of the Supplier stated in Section VI. 8. are subject to Section VII. 2. conclusively in the event of the infringement of industrial property rights or copyrights. They shall only exist if - the Buyer informs the Supplier immediately of asserted infringements of industrial property rights or copyrights, - the Buyer supports the Supplier to a reasonable extent in defending the asserted claims or allows the Supplier to execute the measures for modification according to Section VI. 8., - the Supplier reserves the right to all measures for defence including extra-judicial arrangements, - the defect in title is not based on instructions of the Buyer and - the infringement of right was not caused due to the fact that the Buyer made unauthorized changes of the delivery item or used it in a way not provided in the contract.

VII. Liability

1. If the delivery item cannot be used by the Buyer as provided in the contract due to negligence of the Supplier owed to the omission or faulty execution of proposals made and advice given before or after conclusion of contract or through the infringement of other secondary contractual obligations– in particular instructions for operation and service of the delivery item – then the provisions of sections VI. and VII. 2 shall apply accordingly by exclusion of further claims of the Buyer. The Buyer undertakes to personally examine the deliveries and services performed by the Supplier for their suitability and the intended use.

2. For damages not incurred to the delivery item itself the Supplier shall be liable – for no matter what legal reasons – only a. in case of wilful intent, b. in case of gross negligence of its owner / the company organs or executives, c. in case of negligent injury to life, body, health, d. in case of defects, which it maliciously did not disclose or if it guaranteed the absence of such, e. in case of defects of the delivery item insofar as liability is assumed according to the product liability act for physical or material damages to the privately used objects. In case of a culpable breach of essential contractual duties the Supplier shall also be liable in case of gross negligence of non-executives and in case of slight negligence, in the latter case limited to those damages typical for the contract and reasonably foreseeable.

3. In the event of negligently caused damages to property and negligently caused financial damages the Supplier and its vicarious agents will only be liable in case of a violation of a fundamental contractual obligation, such liability, however, is limited in its amount to damages which are reasonably foreseeable and typical for the contract. Fundamental contractual obligations are those which fulfilment is essential for the contract and on which the Buyer may rely.

4. In the case of delivery of software products, the Supplier shall be liable for loss of data only in case of fault and only up to the amount that would have been incurred to restore the data if it had been properly and regularly backed up. Liability for the use of faulty data within the scope of the use of the software is excluded, except as provided in Section VII. 2 and 3. above. For incorrectly generated data within the scope of the use of the software, the Supplier shall be liable in the event of a defect in the software product within the scope of the provisions of Section VI. Otherwise, liability is excluded except as provided in Section VII. 2. and 3. 5. All further claims are excluded.

VIII. Statute of Limitations

All claims of the Buyer – for no matter which legal reasons – shall become time-barred in 12 months. The statutory deadlines shall apply for any claims for damages according to Section VII.2. a – e. They shall also apply for defects to a building or for delivery items, which were in line with their customary use used for a building and shall have caused such to be defective. The limitation period commences upon the passing of risk /the acceptance according to Section IV.1.

IX. Use of Software

1. Insofar as the scope of delivery shall include software and no supplemental or individual provision has been agreed upon the Buyer shall be granted a non-exclusive right to use the delivered software including its documentation. It will be handed over for use for the delivery items intended for this. It is not permitted to use the software on more than one system.

2. The Buyer shall take suitable steps to secure the supplied software, the used and stored data and, if applicable, the login details, including for online access, against access by unauthorised third parties. Except in cases where cloud/SaaS solutions are delivered, in which the Supplier by means of the associated terms and conditions of use or the associated documentation promises to store the generated data for a specified period of time, the Buyer is required to back up the data generated and stored by the software on a regular basis.

3. The Buyer undertakes to establish and always maintain the data connections necessary for the use of the software product and to use exclusively hardware and software, including workstations, routers, data communication equipment, etc., which meet the software product’s minimum technical requirements.

4. The Buyer shall ensure that the data provided and entered or to be entered by the Buyer or third parties for the use of the software does not contain errors

5. The Buyer is entitled to make a back-up copy in case it will be necessary for future use. The Buyer will visibly attach the note “Back-up copy” as well as a copyright notice designating the Supplier on the back-up copy made by the Buyer.

6. The Buyer may only copy, revise, translate or convert the software from the object code to the source code in scope as permitted by law (§§ 69 a ff. UrhG [German Copyright Act]). The permission according to § 69d subsec. 1 UrhG [German Copyright Act] is only granted under the condition that the Supplier has upon request not made available the necessary information for the use of the software according to the terms of the contract including debugging within a reasonable period to the Buyer. The Buyer undertakes not to remove or change information on the producer – in particular copyright notices – without the prior express consent of the Supplier.

7. All other rights to the software and the documentation including the copies shall remain with the Supplier or the software supplier. It is not permitted to grant sub-licences.

X. Compliance

1. The Buyer generally and during this contractual relationship guarantees to comply with all applicable laws, regulations and provisions, including (but not limited to) all anticorruption laws and regulations.

2. The Buyer undertakes to acquire, use or resell the goods only for lawful purposes and in compliance with all legal provisions of the Federal Republic of Germany and the destination country. In particular, the purchaser undertakes to fully comply with all direct and indirect trade restrictions and sanctions as well as any export registration or approval requirements that apply in Germany about the goods and to provide us with evidence of this in a suitable form upon request. In the event of non-compliance with the above obligations, we shall have the right to withhold delivery until the purchaser provides appropriate evidence of compliance. After unsuccessful deadline, we have the right to terminate the contract without notice or to withdraw from the contract at our own discretion. Any costs incurred by us because of the Buyer's non-compliance shall be borne by the Buyer.

3. The Buyer further declares that it is not a prohibited party within the meaning of the EU sanctions regulations and that it is not by means of voting rights, share of capital or in any other way directly or indirectly controlled by a prohibited party. The Buyer must inform us unsolicited of any classification as a prohibited party or of a domination by a prohibited party. In the event of classification as a prohibited party or domination by a prohibited party, the purchase contract expires.

4. The Buyer has not committed and will not commit in future– directly or indirectly –illegal actions in connection with the performance being subject matter of this contract. Illegal actions comprise the promise, the offer or granting, or claiming or accepting of an unlawful advantage or benefit in order to influence actions in an unlawful way.

5. In the event the Buyer infringes the obligation according to no.1 the Seller shall be entitled to terminate the contract in written form with immediate effect and without further obligations or liability in relation to the Buyer. The Buyer shall indemnify the Seller to the full extent for all damages, losses, retainment of payments, demands and third-party claims which derive from or in connection with the termination.

XI. Applicable law, Place of Jurisdiction, Place of Performance, Incoterms

1. The decisive law of the Federal Republic of Germany excluding the conflict of law's provisions about the applicable law and under exclusion of the UN Convention on the International Sale of Goods (CISG) shall apply exclusively for all legal relations between the Supplier and the Buyer.

2. Exclusive place of jurisdiction shall be the court of jurisdiction at the registered seat of the Supplier. The Supplier shall however be entitled to act at the headquarters of the Buyer.

3. The place of performance is the registered seat of the Supplier.

4. In case of doubt trade terms will be interpreted according to INCOTERMS in its version which is valid at the time the contract has been concluded.