Terms and Conditions

General Terms and Conditions (GTC) of Malex GmbH

§ 1 Scope, Form

(1) These General Terms and Conditions (GTC) apply to all business relationships between Malex GmbH, Am Meerkamp 19 a, 40667 Meerbusch (the “Seller”) and its customers (the “Buyer”). The GTC apply only if the Buyer is an entrepreneur within the meaning of § 14 BGB (German Civil Code), a legal person under public law or a special fund under public law. These GTC apply worldwide.

(2) These GTC apply in particular to contracts for the sale and/or delivery of movable goods (the “Goods”). Unless otherwise agreed, the version of the GTC valid at the time of the Buyer’s order or, in any event, the version most recently provided to the Buyer in text form shall also apply as a framework agreement to future contracts of the same kind, without the Seller having to refer to them again in each individual case.

(3) The Seller’s GTC apply exclusively. Any deviating, conflicting or supplementary general terms and conditions of the Buyer shall become part of the contract only if and to the extent that the Seller has expressly consented to their application. This consent requirement applies in every case, including where the Seller makes delivery without reservation while aware of the Buyer’s general terms and conditions.

(4) Individual agreements made with the Buyer in a particular case, including ancillary agreements, supplements and amendments, shall always take precedence over these GTC. Subject to proof to the contrary, a written contract or the Seller’s written confirmation shall be authoritative as to the content of such agreements. With the exception of managing directors and authorised signatories (Prokuristen), the Seller’s employees are not authorised to enter into corresponding written contracts or issue written confirmations, or to make oral agreements that deviate from the agreement reached. Transmission by telecommunications means, in particular by fax or email, is sufficient to satisfy the written-form requirement.

(5) The Seller may correct errors caused by mistake in sales brochures, price lists, quotation documents or other documentation without being held liable for losses arising from those errors.

(6) Legally relevant declarations and notices by the Buyer relating to the contract, for example the setting of a deadline, notice of a defect, withdrawal or price reduction, must be made in writing, meaning in written or text form, for example by letter, email or fax. Statutory form requirements and further evidence, in particular in the event of doubts about the authority of the person making the declaration, remain unaffected.

(7) References to the applicability of statutory provisions are for clarification only. Statutory provisions therefore apply even without such clarification unless they are directly modified or expressly excluded by these GTC.

§ 2 Conclusion of Contract

(1) All offers made by the Seller are subject to change and non-binding unless they are expressly identified as binding or specify a particular acceptance period.

(2) The Buyer’s order for the Goods constitutes a binding contractual offer. The Seller may accept an order or purchase order within twenty-one (21) days of receipt.

(3) Acceptance may be declared either in writing, for example by order confirmation, or by delivering the Goods to the Buyer.

(4) Information provided by the Seller concerning the subject matter of the delivery or service, for example weights, dimensions, utility values, load-bearing capacity, tolerances and technical data, as well as representations thereof, for example drawings and illustrations, is approximate only unless usability for the contractually intended purpose requires exact conformity. Such information does not constitute guaranteed characteristics, but descriptions or identifications of the delivery or service. Customary commercial deviations, deviations resulting from legal requirements or representing technical improvements, and the replacement of components with equivalent components are permitted provided that they do not impair usability for the contractually intended purpose.

(5) The Seller retains title or copyright in all offers and cost estimates issued by it and in all drawings, illustrations, calculations, brochures, catalogues, models and other documents and aids made available to the Buyer. Without the Seller’s express consent, the Buyer may neither make these items or their contents available to third parties, disclose them, use them itself or through third parties, nor reproduce them. At the Seller’s request, the Buyer must return these items in full and destroy any copies made if they are no longer required in the ordinary course of business or if negotiations do not result in the conclusion of a contract. This does not apply to the storage of electronically supplied data for customary data-backup purposes.

§ 3 Delivery Period and Delay in Delivery

(1) The delivery period shall be agreed individually between the Seller and the Buyer or specified by the Seller when accepting the order. If no delivery period has been expressly agreed, a period of four (4) weeks from conclusion of the contract shall apply. If shipment has been agreed, delivery periods and delivery dates refer, unless the Seller expressly states otherwise, to the time when the Goods are handed over to the forwarding agent, carrier or other third party commissioned with transport.

(2) The Seller shall not be liable for impossibility of delivery or delays in delivery to the extent caused by force majeure or other events that were unforeseeable at the time the contract was concluded, for example operational disruptions of any kind, difficulties in procuring materials or energy, transport delays, strikes, lawful lockouts, shortages of labour, energy or raw materials, difficulties in obtaining necessary official approvals, pandemics or epidemics, official measures, or absent, incorrect or late delivery by suppliers despite a congruent covering transaction concluded by the Seller, and for which the Seller is not responsible. If such events substantially impede or make delivery or performance impossible and the impediment is not merely temporary, the Seller is entitled to withdraw from the contract. In the case of temporary impediments, delivery or performance periods shall be extended, or delivery or performance dates postponed, by the duration of the impediment plus a reasonable start-up period. If the delay makes acceptance of the delivery or service unreasonable for the Buyer, the Buyer may withdraw from the contract by promptly submitting a written declaration to the Seller. Without prejudice to its rights arising from the Buyer’s default, the Seller may require the Buyer to extend delivery and performance periods or postpone delivery and performance dates by the period during which the Buyer fails to fulfil its contractual obligations towards the Seller.

(3) The Seller is entitled to make partial deliveries if

– the partial delivery can be used by the Buyer for the contractually intended purpose,

– delivery of the remaining Goods ordered is assured, and

– the Buyer does not incur substantial additional effort or additional costs as a result, unless the Seller agrees to bear those costs.

(4) The occurrence of delay in delivery shall be governed by the statutory provisions. In every case, however, a reminder by the Buyer is required. If the Seller is in delay, the Buyer may claim liquidated compensation for the loss caused by the delay. The liquidated compensation shall amount to 0.5% of the net price (delivery value) for each completed calendar week of delay, but shall not exceed 5% of the delivery value of the Goods delivered late. The Seller may prove that the Buyer suffered no loss or a loss substantially lower than the liquidated amount.

(5) The Buyer’s rights under § 8 of these GTC and the Seller’s statutory rights, in particular where the obligation to perform is excluded, for example because performance and/or cure is impossible or unreasonable, remain unaffected.

§ 4 Delivery, Passing of Risk, Acceptance, Default of Acceptance

(1) Unless otherwise agreed in writing, the place of delivery for the Goods shall be the plant of the manufacturer of the Goods ordered; the specific place shall be stated in the order confirmation. In case of doubt, the Seller is entitled to determine the place of delivery unilaterally. The place of delivery is also the place of performance for delivery and any cure. At the Buyer’s request and expense, the Goods shall be shipped to another destination (sale involving carriage). Unless otherwise agreed, the Seller is entitled to determine the method of shipment, in particular the carrier, transport route and packaging.

(2) The risk of accidental loss and accidental deterioration of the Goods shall pass to the Buyer no later than upon handover. In the case of a sale involving carriage, however, the risk of accidental loss and accidental deterioration of the Goods, as well as the risk of delay, shall pass upon delivery of the Goods, with the start of the loading process being decisive, to the forwarding agent, carrier or other person or institution designated to carry out the shipment. If the Buyer is in default of acceptance, this shall be equivalent to handover.

(3) If the Buyer is in default of acceptance, fails to perform an act of cooperation, or delivery is delayed for other reasons for which the Buyer is responsible, the Seller is entitled to claim compensation for the resulting loss, including additional expenses such as storage costs. For this purpose, liquidated compensation of 0.25% of the net price (delivery value) of the Goods shall be charged for each calendar day of delay, up to a maximum of 5% of the delivery value or 10% in the event of final non-acceptance, beginning on expiry of the delivery period or, if no delivery period has been specified, upon notification that the Goods are ready for shipment.

(4) Proof of greater loss and the Seller’s statutory claims, in particular reimbursement of additional expenses, reasonable compensation and termination, remain unaffected; however, the liquidated amount shall be credited against further monetary claims. The Buyer may prove that the Seller suffered no loss or a loss substantially lower than the liquidated amount.

§ 5 Prices and Payment Terms

(1) Unless otherwise agreed in an individual case, the prices current at the time the contract is concluded shall apply, ex works of the manufacturer, plus packaging and statutory value added tax, where applicable. Additional or special services shall be charged separately.

(2) If the agreed prices are based on the Seller’s list prices and delivery is to take place more than four months after conclusion of the contract, the Seller’s list prices valid at the time of delivery shall apply, in each case less any agreed percentage or fixed discount.

(3) In the case of a sale involving carriage (§ 4(1)), the Buyer shall bear the transport costs actually incurred from the manufacturer’s works and the cost of any transport insurance requested by the Buyer. Any customs duties, fees, taxes and other public charges shall be borne by the Buyer.

(4) Invoice amounts must be paid within thirty days without deduction unless otherwise agreed in writing. The date of receipt by the Seller is decisive for the date of payment. Even within an ongoing business relationship, the Seller is entitled at any time to make delivery in whole or in part conditional upon advance payment. Any such reservation must be declared no later than with the order confirmation.

(5) The contracting parties may agree that the Buyer must arrange for a documentary credit to be opened through its bank or a bank accepted by the Seller. In that individual case, the documentary credit shall be opened in accordance with the Uniform Customs and Practice for Documentary Credits, 2007 Revision, ICC Publication No. 600.

(6) Upon expiry of the payment period specified above, the Buyer shall be in default. During the period of default, the purchase price shall bear interest at the statutory default interest rate applicable from time to time. The Seller reserves the right to claim further loss caused by default. In dealings with merchants, the claim to commercial maturity interest under § 353 HGB (German Commercial Code) remains unaffected.

(7) The Buyer shall have rights of set-off or retention only to the extent that its claim has been finally adjudicated or is undisputed. The Buyer’s counter-rights, in particular under § 7(6) sentence 2 of these GTC, remain unaffected.

(8) If, after conclusion of the contract, it becomes apparent, for example through an application to open insolvency proceedings, that the Seller’s claim to the purchase price is endangered by the Buyer’s lack of ability to perform, the Seller is entitled under the statutory provisions to refuse performance and, where applicable after setting a deadline, to withdraw from the contract (§ 321 BGB); statutory provisions under which a deadline is unnecessary remain unaffected.

§ 6 Retention of Title

(1) Until all present and future claims of the Seller arising from the purchase contract and an ongoing business relationship (the “Secured Claims”) have been paid in full, the Seller retains title to the Goods sold.

(2) Before the Secured Claims have been paid in full, Goods subject to retention of title may neither be pledged to third parties nor transferred by way of security. The Buyer must notify the Seller promptly in writing if an application to open insolvency proceedings is filed or if third parties take action against Goods owned by the Seller, for example by attachment.

(3) If the Buyer acts in breach of contract, in particular by failing to pay the purchase price when due, the Seller is entitled, in accordance with the statutory provisions, to withdraw from the contract and/or demand surrender of the Goods on the basis of the retention of title. A demand for surrender does not in itself constitute a declaration of withdrawal; the Seller is entitled to demand only surrender of the Goods and reserve the right to withdraw. If the Buyer fails to pay the purchase price when due, the Seller may exercise these rights only after unsuccessfully setting the Buyer a reasonable payment deadline, unless a deadline is unnecessary under the statutory provisions.

(4) The Buyer is obliged to treat the purchased item with care; in particular, it must insure the item at its own expense at replacement value against fire, water and theft damage. If maintenance and inspection work is required, the Buyer must carry it out in good time at its own expense.

(5) Until revoked in accordance with subparagraph (c) below, the Buyer is authorised to resell and/or process the Goods subject to retention of title in the ordinary course of business. In that event, the following provisions apply in addition.

(a) The Buyer hereby assigns to the Seller by way of security all claims against third parties arising from the resale of the Goods or the resulting product, in full or in the amount of any co-ownership share under the preceding paragraph. The Seller accepts the assignment. The Buyer’s obligations under paragraph (2) also apply in respect of the assigned claims.

(b) The Buyer remains authorised, alongside the Seller, to collect the claim. The Seller undertakes not to collect the claim as long as the Buyer meets its payment obligations towards the Seller, there is no deficiency in the Buyer’s ability to perform, and the Seller does not enforce the retention of title by exercising a right under paragraph (3). If any of those conditions is not met, the Seller may require the Buyer to disclose the assigned claims and the respective debtors, provide all information necessary for collection, hand over the related documents, and notify the debtors (third parties) of the assignment. In that event, the Seller is also entitled to revoke the Buyer’s authority to resell and process the Goods subject to retention of title.

(c) If the realisable value of the security exceeds the Seller’s claims by more than 10%, the Seller shall, at the Buyer’s request, release security of the Seller’s choice.

§ 7 Buyer’s Claims for Defects

(1) The statutory provisions apply to the Buyer’s rights in the event of material defects and defects in title, including incorrect and short delivery, unless otherwise provided below. Statutory rights of recourse under §§ 445a, 445b and 478 BGB remain unaffected where applicable.

(2) The primary basis for liability for defects is the agreement made concerning the quality of the Goods. All product descriptions and manufacturer information that form part of the individual contract or that were publicly announced by the Seller, in particular in catalogues or on its website, at the time the contract was concluded shall be deemed agreements concerning the quality of the Goods.

(3) If no quality has been agreed, whether or not a defect exists shall be assessed under the statutory provisions, in particular § 434 BGB. The Seller is bound by public statements made by the manufacturer or other third parties, for example advertising statements, in accordance with § 434(3) sentence 3 BGB. This does not apply, in particular, if the Seller did not know and could not have known of the statement, if the statement had been corrected in the same or an equivalent manner by the time the contract was concluded, or if the statement could not have influenced the decision to purchase.

(4) As a general rule, the Seller is not liable for defects of which the Buyer was aware when the contract was concluded or of which it was unaware due to gross negligence (§ 442 BGB). The Buyer’s claims for defects further require the Buyer to have complied with its statutory duties of inspection and notification under §§ 377 and 381 HGB. Goods intended for installation or other processing must in every case be inspected immediately before processing. If a defect becomes apparent upon delivery, during inspection or at any later time, the Seller must be notified promptly in writing. In every case, obvious defects must be notified in writing within five (5) working days after delivery and defects not identifiable during inspection within the same period after discovery. If the Buyer fails to carry out the proper inspection and/or give notice of the defect, the Seller’s liability for the defect that was not reported, or was not reported on time or properly, is excluded in accordance with the statutory provisions.

(5) If the item delivered is defective, the Seller may first choose whether to provide cure by remedying the defect (repair) or by delivering a defect-free item (replacement). The Seller’s right to refuse cure under the statutory conditions remains unaffected.

(6) The Seller is entitled to make the cure owed conditional upon the Buyer paying the purchase price when due. The Buyer is, however, entitled to retain a reasonable portion of the purchase price in proportion to the defect.

(7) The Buyer must give the Seller the time and opportunity required to provide the cure owed and, in particular, hand over the Goods complained of for inspection. In the event of replacement delivery, the Buyer must return the defective item to the Seller in accordance with the statutory provisions.

(8) The Seller shall bear or reimburse the expenses necessary for inspection and cure, in particular transport, travel, labour and material costs, in accordance with the statutory provisions if a defect actually exists. Otherwise, the Seller may require the Buyer to reimburse the costs incurred as a result of an unjustified request to remedy a defect, in particular inspection and transport costs, unless the absence of a defect was not apparent to the Buyer.

(9) If cure has failed, if a reasonable period set by the Buyer for cure has expired without success, or if such a period is unnecessary under the statutory provisions, the Buyer may withdraw from the purchase contract or reduce the purchase price. There is no right of withdrawal in the case of an insignificant defect.

(10) The Buyer’s claims for damages or reimbursement of wasted expenditure, including in the event of defects, exist only in accordance with § 8 and are otherwise excluded.

§ 8 Other Liability

(1) Unless otherwise provided in these GTC, including the provisions below, the Seller shall be liable in accordance with the statutory provisions for breaches of contractual and non-contractual obligations.

(2) Irrespective of the legal basis, the Seller shall be liable for damages under fault-based liability in cases of intent and gross negligence. In cases of ordinary negligence and subject to statutory limitations of liability, for example the standard of care applied in one’s own affairs or an insignificant breach of duty, the Seller shall be liable only

(a) for damage resulting from injury to life, limb or health,

(b) for damage resulting from breach of a material contractual obligation, meaning an obligation whose performance is essential for the proper performance of the contract and on whose compliance the contracting party regularly relies and may rely; in that event, however, the Seller’s liability is limited to compensation for foreseeable damage typically occurring.

(3) The limitations of liability arising from paragraph (2) also apply in relation to third parties and in the event of breaches of duty by persons, including for their benefit, for whose fault the Seller is responsible under the statutory provisions. They do not apply where a defect was fraudulently concealed, a guarantee of the quality of the Goods was given, or to the Buyer’s claims under the German Product Liability Act.

(4) In the event of a breach of duty that does not consist of a defect, the Buyer may withdraw or terminate only if the Seller is responsible for that breach. Otherwise, the statutory conditions and legal consequences apply.

§ 9 Limitation Period

(1) In derogation from § 438(1) no. 3 BGB, the general limitation period for claims arising from material defects and defects in title is one year from delivery.

(2) The limitation periods under the law of sale set out above also apply to the Buyer’s contractual and non-contractual claims for damages based on a defect in the Goods, unless application of the regular statutory limitation period under §§ 195 and 199 BGB would result in a shorter period in the individual case. The Buyer’s claims for damages under § 8(2) sentence 1 and sentence 2(a), and claims under the German Product Liability Act, are subject exclusively to the statutory limitation periods.

§ 10 Choice of Law and Place of Jurisdiction

(1) These GTC and the contractual relationship between the Seller and the Buyer shall be governed by the law of the Federal Republic of Germany, excluding international uniform law, in particular the United Nations Convention on Contracts for the International Sale of Goods (CISG).

(2) If the Buyer is a merchant within the meaning of the HGB, a legal person under public law or a special fund under public law, the Seller’s registered office shall be the exclusive, including international, place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship. The Seller is, however, also entitled in all cases to bring proceedings at the place of performance of the delivery obligation under these GTC or an overriding individual agreement, or at the Buyer’s general place of jurisdiction. Overriding statutory provisions, in particular concerning exclusive jurisdiction, remain unaffected.

(3) The current version of these GTC is available on the Seller’s website.

(4) If the contract or these GTC contain gaps, the legally effective provisions that the contracting parties would have agreed in light of the contract’s economic objectives and the purpose of these GTC had they known of the gap shall be deemed agreed in order to fill those gaps.

Version: 14 July 2026

Disclaimer

This English version is a complete translation of the German “Allgemeine Geschäftsbedingungen der Malex GmbH” version dated 14 July 2026. The paragraph order, numbering, statutory references, amounts, percentages, time limits, conditions, exceptions and liability carve-outs have been retained. In the event of any inconsistency or dispute, the German text shall prevail.