General Terms and conditions POLYFIN AG

1. we shall act exclusively in accordance with our Terms and Conditions of Sale and Delivery - latest version in each case. General terms and conditions of our customers are not binding for us unless otherwise agreed in writing.

2 Our offers are always subject to change; an order requires our confirmation unless delivery is made on the basis of the order. All prices are exclusive of VAT, which shall be added to our prices at the applicable rate. If, through no fault of our own, we are unable to fulfill our delivery obligation or are unable to fulfill it in a timely manner, we shall be released from our delivery obligation. The exemption shall also apply if the performance owed is only determined by type.

3. samples shall only be regarded as illustrative pieces which show the approximate character of the goods. Insofar as DIN standards exist for roofing membranes, insulating materials and bitumen products, the goods supplied must comply with the DIN standards. Consumption quantities are stated by us to the best of our knowledge. We are not liable for any deviations that may arise in practice. In the case of roofing membranes, minor deviations in color are not considered a material defect. We provide advice and information to the best of our knowledge. Suitability tests of the delivered goods and the observance of processing instructions are not superfluous. We are only liable for intent or gross negligence.

4. complaints, including shortages and incorrect deliveries, shall only give rise to claims if they are notified to us immediately, but at the latest within 5 days of receipt of the goods; the customer shall be obliged to inspect the goods immediately after delivery. If the customer is not a consumer, defects that are not recognizable during a careful inspection can only be claimed within a period of 2 years after delivery. The aforementioned notification obligations relate both to the assertion of claims for defects and to claims for damages, regardless of the reason. Claims for damages of any kind, outside of claims for defects, can only be asserted against us if we are guilty of intent or gross negligence or are liable for personal injury. Within the scope of claims for defects, there is only a right to a replacement delivery; if the replacement delivery also fails, the buyer is entitled to withdraw from the contract or to demand a reduction in the purchase price.

5 Deliveries shall be made in accordance with our operational circumstances; partial deliveries are permissible. Promised delivery times are in no case fixed dates; the buyer is obliged to set us a reasonable grace period in the event of delays in delivery. A claim for damages due to delay or complete impossibility of delivery does not exist, unless we are guilty of gross negligence or intent or are liable for personal injury. The risk of the purchased goods is transferred to the buyer when they leave the delivery plant; the "carriage paid" clause only concerns the costs, not the transfer of risk.

6. our invoices shall be deemed accepted if no objection is raised in writing within 30 days of the invoice date. Our claims shall become due upon delivery. Payment must be made within 30 days of the invoice date at the latest. Our claims shall bear interest at 8 percentage points (5 percentage points if the customer is a consumer) above the base interest rate. In the case of payments by bill of exchange, we shall be entitled to the discount for the term of the bill of exchange from the due date of the invoice. Checks and bills of exchange shall not be considered payment until they have been cashed. The assertion of a right of retention is excluded unless it is based on the same contractual relationship or is based on undisputed or legally established claims; offsetting by the purchaser is only permitted if the counterclaim is undisputed or legally established. If bills of exchange, cheques or direct debits for goods already delivered are not honoured on time or if direct debit authorizations are revoked with effect for claims already arising from deliveries of goods, all other claims of ours against the Buyer shall become due immediately - notwithstanding any payment dates agreed to the contrary. The same shall apply if we become aware of a significant deterioration in the Buyer's financial circumstances, as a result of which the claim for payment is no longer valid.appears to be at risk or the buyer is in arrears with the payment of a claim. If the entire receivables are not paid immediately, the buyer's right to resale/processing in the ordinary course of business shall expire and we shall have the rights arising from clause 7.

7. The delivered goods shall remain our property until all our claims against the Buyer have been satisfied. They may be used in the ordinary course of business; the buyer is not entitled to dispose of them in any other way, in particular by transferring them as security or pledging them. The purchaser hereby assigns to us his claims from the resale of the reserved goods - including the corresponding claims from bills of exchange - with all ancillary rights. In the event that the reserved goods are sold or processed by the Buyer together with other goods not belonging to us at a total price, the assignment shall be made in the amount that we have charged the Buyer for the reserved goods sold/processed together.The buyer recognizes payments made to us by his customers as discharging his debt to us. In the event that the buyer's claims from the resale are included in a current account, the buyer hereby also assigns to us his claims from the current account against his customer. The assignment shall be in the amount of the sums which he has invoiced to his customers for the resold reserved goods. We accept the above declarations of assignment. In the event of default of payment or the occurrence of a significant deterioration in the financial circumstances of the purchaser (negative information, insolvency application, etc.), we shall be entitled to withdraw from the contract and demand the immediate surrender of the goods subject to retention of title. The buyer must grant us access to the goods subject to retention of title still in his possession. In order to surrender the goods subject to retention of title, the buyer must store them separately from other goods, mark them as our delivery subject to retention of title and refrain from disposing of them in any way. We are entitled to sell the secured goods on the open market after prior release for payment; the goods subject to retention of title will be credited at the proceeds realized. If the value of the security exceeds the amount of our claims by more than 20%, we shall release the security to this extent at our discretion at the buyer's request. The buyer's right to use the delivered goods in the ordinary course of business and to collect the claims arising from the sale or further processing shall expire upon the occurrence of default in payment or the aforementioned significant deterioration in his financial circumstances, at the latest if a revocation is issued for these reasons. Upon request, the buyer or a settlement or bankruptcy trustee must inform us of the names and addresses of the third-party debtors and the amounts of the claims arising from the resale/processing of the goods delivered by us subject to retention of title. The purchaser must also inform us of any enforcement measures by third parties concerning the goods delivered by us subject to retention of title and also inform third parties of our retention of title. The buyer must insure the goods against fire and the risk of burglary. The buyer shall also assign to us any claims arising in this respect to secure our purchase price claims.

8. we are entitled, insofar as the buyer is a merchant, to increase the agreed prices appropriately if extraordinary or unforeseeable increases in raw material costs occur between conclusion of the contract and delivery or if special costs result from increased freight charges, customs duties, taxes, levies or other charges. In non-commercial business transactions, the above-mentioned cost increase factors shall not be taken into account if delivery is made within 4 months of conclusion of the contract; if the price increase to be made after the expiry of the 4 months exceeds 15% of the agreed price, the buyer shall be entitled to withdraw from the contract.

9. the place of jurisdiction for all disputes arising in connection with the business relationship (including those arising from bills of exchange and checks) with merchants, unless their business operations do not require a commercially organized business operation, is Heidelberg or, at our discretion, the court responsible for the buyer's place of residence.

10 If, in the event of a dispute, the invalidity of individual provisions of these General Terms and Conditions should be determined by the court, this shall not affect the validity of the remaining provisions. Any invalid provisions shall be replaced by those that come closest to the intended purpose in legal form.

Meckesheim, March 2023