General Terms and Conditions HAVERKAMP GmbH

I. General information, Scope of validity
1. These General Terms and Conditions ("T&Cs") apply to all the supplies and services we make to our
customers. These T&Cs shall only apply however, if the customer is an entrepreneur (Section 14 BGB), a public
law entity or a public law special fund.
2. Our T&Cs apply exclusively. We herewith repudiate all and any of the customer's general terms. The
customer's alternative, contrary or supplementary general terms and conditions will only be made an integral
part of the agreement to the extent we have explicitly acknowledged them in writing. This in any case applies
even if we, for example, know of the customer's terms or perform the supply or service without reservation or
objection.
3. Verbal and telephone agreements or subsequent changes shall only be effective if we confirm this in
writing. We explicitly declare that none of our employees is empowered to verbally conclude legal transactions.
Our previous tacit waiver of the fulfilment of the written form in relation to contrary provisions or additional
agreements cannot be used to derive any fundamental waiver of the observation of the relevant provisions
contained in these conditions.

II. Conclusion of contract
1. Our quotations and estimates of costs are without obligation and non‐binding in every respect. This also
applies to the product descriptions, such as images, drawings, plans, calculations, costings, prospectuses,
brochures, directories etc., as well as to the information contained therein, such as that concerning service,
operating costs, technical properties and weight. We expressly reserve the right to make modifications to the
construction, form or design, provided these do not impair contractually agreed or customary usability.
2. Amendments to the basis of the quotation shall only apply if confirmed in writing by us. For performance to
take place we shall require a written or electronic (email) order issued by the customer.
3. The conclusion of contract is made subject to our receipt of correct and scheduled deliveries from our own
suppliers. This does not apply for the case where we are responsible for the non‐delivery, especially where we
have concluded a corresponding hedging supply transaction with our suppliers.
4. Drawings, operating specifications and other documents we have included with the quotation or supplied
in any other context may not be handed over nor their contents revealed to any third parties without our
written permission. Our ownership and copyright reserved. If no award of contract takes place, these
documents must be returned to us.
5. By placing a purchase order for goods the customer is making a binding offer of contract. Unless specified
elsewhere in the purchase order, we are entitled to accept this offer of contract within two weeks of receiving
it. Acceptance may be declared either in writing (e.g. through an order confirmation) or by way of delivery of the
goods.

III. Prices
1. Our prices are net prices and are valid ex warehouse/ex works and do not include shipment, packaging and
other costs. The relevant applicable rate of value‐added tax is additionally payable.
2. Our prices only apply to the articles and quantities specified in the order confirmation and for the place of
utilisation stated therein. Unless otherwise stated, the prices apply per unit of quality, such as unit, running
metre etc.
3. If a time period for performance (time between conclusion of contract and delivery) in excess of four
months is agreed, we shall be entitled to adjust our price by the amount by which our costs for the agreed
supply or service have increased over the intervening period. The applicable factor here is only the increase of
the costs that directly affect the agreed supply or service, namely the increase of the prices of our sub‐suppliers,
the costs of shipment costs (incl. the costs of insurance) or the public charges and deductions related to the
order. The increase of these costs shall only be taken into account, moreover, if and insofar as the original costs
are indicated in the quotation. If this causes our price to increase by more than 5%, the customer may cancel
the contract by issuing a written declaration within two weeks following receipt of the notification of the price
adjustment. The aforementioned provision applies equally to any change to the statutory rate of value‐added
tax.
4. Any services not explicitly specified in the order confirmation that are necessary for the performance of the
order or which are performed at the request of the customer, shall be additionally invoiced at the prices valid
for the specified place of utilisation on the day of delivery. The prices are valid for standard working times and
labour services. The relevant supplements for overtime, night‐time working, Sunday and public holiday working
shall be added to the real wage.
5. We are entitled to separately invoice and demand payment for part deliveries or part services.
6. If, following the conclusion of the agreement, it becomes clear that our claim is jeopardised through the
customer's inability to pay (e.g. due to the filing of an application for the commencement insolvency
proceedings), in accordance with the statutory provisions we shall be entitled to refuse performance and
rescind the agreement ‐ after having granted a grace period where relevant (Section 321 German Civil Code
"BGB"). In relation to agreements for the production of customised items (one‐off products) we may rescind the
agreement without notice; the statutory provisions concerning the dispensability of granting a grace period
remain unaffected.

IV. Payment conditions
1. Unless otherwise agreed in writing, our claims to payment are immediately payable following the receipt of
an invoice or an equivalent demand for payment (invoicing). We are entitled to demand an advance payment on
the purchase price in the case of contracts with a delivery value in excess of 5,000.00 EUR. Unless otherwise
agreed in writing the advance payment is due immediately upon invoicing. We are entitled to offset the advance
payment.
2. The customer shall be in default 30 days following invoicing, but no later than 30 days following receipt of
the counter‐performance or acceptance; no reminder is necessary in this respect.
3. In the event of a default every outstanding receivable shall accrue interest at the applicable valid statutory
rate of default interest. We reserve the right to claim additional damages in respect of the default. We retain
our right to claim commercial default interest (Section 353 German Commercial Code ("HGB")) vis‐à‐vis
commercial entities (merchants).
4. The customer shall be entitled to exercise an offset or retention provided its counter‐claims have been
confirmed by a res judicata decision or acknowledged by us. The customer's counter‐claims remain unaffected
however in the event of shortcomings in the supply or service due under the same contractual arrangement.
5. Unless otherwise agreed in writing, payment shall be made in cash without deduction. The place of
performance (Section 269 BGB) for payment is Münster. We are not obliged to accept bills of exchange, cheques
or other alternative forms of payment. We shall only accept bills of exchange, cheques, assignments of claims
and other alternative forms of payment with a view to payment; bills of exchange and cheques shall only be
accepted, moreover, if they can be discounted. The payment entitlement and it due date remain unaffected to
this time. We assume no liability for timely redemption and the resolution of protests. The customer shall bear
the costs of discounting, protest, collection charges and other such costs.
6. Our authorised representatives are only entitled to receive payments if they have been issued an explicit,
written collection authority; such authority must be verified in every case.
7. We are entitled at any time to assign our claims against the customer. This applies equally in respect of
future receivables.
8. Counter‐claims against us may only be assigned with our prior written consent.

V. Delivery period
1. Delivery periods or delivery dates shall be agreed individually or specified in the order confirmation.
Otherwise the delivery period is four weeks from the conclusion of contract. Delivery periods commence with
the date of the order confirmation, but not prior to the clarification and settlement of all details concerning
performance such as the complete presentation of all documentation to be supplied by the customer,
approvals, releases and not prior to the receipt of any advance payment agreed. The compliance with delivery
periods and delivery dates shall always be conditional on the customer fulfilling its contractual obligations.
2. In the event that we are unable to comply with delivery periods or delivery dates for reasons outside of our
control (non‐availability of delivery), we shall promptly inform the customer while at the same time providing it
with the foreseeable, new delivery period. If the service remains unavailable within the new delivery period, we
shall be entitled to wholly or partially rescind the agreement; we shall promptly reimburse any counterperformance
already rendered by the customer. For this purpose "non‐availability of delivery" is established
particularly in the event we do not receive scheduled deliveries from our own suppliers if we have concluded
parallel hedging transactions with our suppliers, and neither we nor our suppliers are culpable in this respect, or
if, in the specific case, we are not obliged to undertake the procurement. Our default of delivery shall be
established in accordance with the statutory provisions. However, a reminder from the customer shall be
necessary in every case. If we are in default of delivery, the customer may demand flat‐rate compensation for its
losses sustained due to the delay. The liquidated damages for each full calendar week of the delay is 0.5% of the
net price, not totalling more than 5% of the delivery value of the late delivered good. We remain entitled to
demonstrate that the customer has sustained no damages at all or a lesser amount that the flat‐rate amount set
out above.
3. The aforementioned provision notwithstanding, instances of force majeure shall entitle us, moreover, to
postpone the delivery for the duration of the impediment plus a reasonable additional lead time or to wholly or
partially rescind the agreement in respect of that part not yet fulfilled. Force majeure is equivalent to strikes,
lockouts, mobilisations, wars, blockades, bans on imports and exports, shortages in raw materials and fuels,
fires, traffic infrastructural closures, operational or transport disruptions that significant impede or frustrate us
from making the delivery, regardless of whether the said event affects us, our suppliers or their sub‐suppliers.
4. This does not affect the rights of the customer pursuant to Section X of these T&Cs and their statutory
rights especially regarding a preclusion of the obligation to render performance (e.g. due to the impossibility or
untenability of the performance).

VI. Delivery, transfer of risk, acceptance, delayed acceptance
1. We are entitled, but not obliged, to make part deliveries.
2. The risk of the accidental loss and accidental deterioration of the goods shall pass no later than at the time
of hand‐over. However, in the case of a "consignment purchase" the risk of accidental loss and accidental
deterioration of the goods and the risk of delay shall pass at the very time the goods are handed over to the
transport company, freight contractor or other persons or agency responsible for performing the consignment.
This also applies to carriage‐paid deliveries.
3. If a formal acceptance procedure has been agreed, the transfer of risk shall place at that time. Section VIII
of these T&Cs likewise applies to the agreed acceptance procedure.
4. The hand‐over is equivalent to acceptance, if the customer is in default of its duty to accept.
5. If the customer is in default of its duty to accept, or if any other delay for which the customer is responsible
means we are required to store the goods, the storage shall be performed at the customer's risk.
6. If the customer is default of its obligation to accept or if our delivery is delayed for other reasons
attributable to the customer, we shall be entitled to demand compensation for our damages including the
additional costs (e.g. storage costs) we incur as a result. In this respect we shall demand liquidated damages to
the sum of 100.00 EUR per calendar day. We remain entitled to demand a higher amount of damages and to
exercise our statutory claims (especially the compensation of additional costs, reasonable damages and
contractual termination). The flat‐rate compensation charged will however be offset against further‐reaching
monetary claims. The customer shall remain entitled to demonstrate that we have sustained no damages at all
or a lesser amount that the liquidated sum specified above. If the goods are put into storage upon the
customer's delayed acceptance or any other delay for which it is responsible, this shall take place at its risk.
7. Delivery is performed ex works; this is also the place of performance. If requested by the customer and at
its cost, the goods shall be shipped to another destination (consignment purchase). Unless otherwise agreed
with the customer, we shall select the route and mode of transport (e.g. transport company, shipment route,
and packaging).

VII. Performance of construction services
1. The following supplementary provisions apply if our supply or service encompasses construction services
(all manner of work through which a built structure is constructed, maintained, modified or demolished):
2. The customer must for us arrange unimpeded access to the place at which the construction services shall
be performed. Equipment (such as scaffolding) needed for access reasons shall be made available by the
customer free‐of‐charge.
3. The customer shall ensure that general order is maintained on the construction site and is responsible for
the coordination of the various contractors. He shall arrange for the issue of the necessary public law approvals
and permits ‐ e.g. in accordance with construction law, road traffic law, the water legislation and industrial law.
4. Unless otherwise agreed the customer shall provide us with the following free‐of‐charge for our use or couse:
• the necessary storage and workplaces on the construction site,
• existing access roads and sides,
• existing connections for water and power. The customer shall bear the costs for the consumption and the
meters etc.
5. If the commencement, continuation or conclusion of the construction services is impeded
• due to a circumstance attributable to the sphere of risk assumed by the customer,
• through a strike or a lockout ordered by one of the employer's industrial associations within our enterprise
or within an operation that works directly for us,
• through force majeure or other circumstances beyond our control,
• through inclement weather conditions occurring during the performance period and which could normally
not have been anticipated at the time of the order confirmation,
the performance period shall be extended for the duration of the impediment. If the customer is responsible for
the impediment, we may demand compensation for the damage we have demonstrably sustained as well as
compensation of our lost profits but only in the event of intentional acts or gross negligence. Otherwise our
claim to reasonable compensation according to Section 642 BGB remains unaffected, provided the impediment
was promptly indicated or announced. If, despite being demanded to do so, the customer fails, with a
reasonable period of time, to remove an impediment for which it is responsible, we shall be entitled to
withdraw from the agreement entirely. This does not affect the rights of the customer in the event of an
impediment for which we are responsible.

VIII. Acceptance of works
1. The following supplementary provisions shall apply if our supplies and services encompass construction
services or the production of a work:
2. The customer's acceptance of the services shall take place promptly following our notice of completion ‐
including prior to the agree performance period, where relevant. This applies equally to complete part services
or part deliveries.
3. Acceptance may only be refused in the event of material faults and only until these have been eliminated.
4. If no acceptance is demanded, the service shall be deemed accepted 12 working days following the written
notice of completion of the service. If no acceptance is demanded and the customer has began using the service
or a part of the service, the acceptance shall be deemed given 6 days following the commencement of the use,
unless otherwise agreed. The use of parts of a built structure for the continuation of works shall not be deemed
an acceptance.
5. The customer must assert any reservations in relation to known shortcomings no later than by the time of
the acceptance (implied where relevant).
6. If the completely or partially completed service is damaged or destroyed prior to acceptance through force
majeure, war, civil unrest or other objectively unavoidable circumstances outside of our control, we shall be
able to invoice the services performed to date and the costs already incurred. There is no reciprocal duty to
compensate other damages.

IX. Warranty
1. Unless other agreed here below, the statutory provisions shall apply regarding the rights of the customer in
connection with material defects and defective legal title (including incorrect and shortfalls in delivery, as well as improper assembly or faulty assembly instructions). The special statutory provisions concerning the final
delivery of goods to a consumer (supplier recourse pursuant to Sections 478, 479 BGB) remain unaffected in all
cases.
2. The primary basis of our liability for defects is the quality of the supplies and services as defined in the
agreement. If so labelled, the manufacturer's product description constitutes an agreement of the quality if
explicitly included into this contract. On the other hand public statements, recommendations or the advertising
of the manufacturer or third parties do not constitute a quality agreement.
3. If the quality is not agreed, the existence of a defect shall be determined in accordance with the statutory
provisions. Any deviations necessitated by the manufacture, e.g. in relation to thickness, dimensions, weight,
colouration, content etc. are permissible within the customary tolerances of the industry; this applies equally to
customisation works and processing. The inclusion of small dust particles under the film covering cannot be
precluded. The customer is aware of this and this is deemed to be an agreed quality meaning that no warranty
claims may be derived from it.
4. The customer must inspect the supplies and services promptly for defects, including with regards to
incorrect quantities and wrong deliveries and it shall notify us within a period of two weeks following the supply
or service, but in any case prior to the processing or installation. If no such notification is issued, the supplies
and services shall be deemed approved. If such a fault subsequently arises, the notification must be issued
promptly following its discovery; otherwise shall be deemed accepted even in the face of this fault. This period
is adhered to if the notification is dispatched within the specified time. The customer must demonstrate its
prompt inspection of the purchased goods, likewise that the fault in question was not to be discovered at the
time of this inspection or the time when this discovered defect was in fact discovered. The customer must
likewise prove the timely dispatch and receipt of a sufficiently detailed complaint.
5. The aforementioned obligation to examine and give notice of defects notwithstanding, the customer must
indicate apparent defects (including incorrect quantities and wrong deliveries) in writing within two weeks from
delivery, but in any case prior to processing or installation, whereby the stipulated period is fulfilled if the
notification is dispatched within the specified time. If the customer fails to perform a proper examination and/or
issue a notification of defects, our liability shall be precluded in respect of non‐disclosed, apparent defects.
6. In the case of defective supplies or services we shall, at our discretion, fulfil our warranty obligations
(subsequent performance) through the elimination of the defect (subsequent improvement) or by delivering a
fault‐free item (substitute delivery). This shall not affect our right to refuse subsequent performance subject to
the statutory prerequisites.
7. The customer shall afford us the time and opportunity required to render the subsequent performance
due. Upon our demand, the goods to which the objection relates shall be handed over for inspection. If a
substitute delivery is made, the customer shall return to defective article to us in accordance with the statutory
provisions. If we were not originally obliged to perform the installation, the subsequent performance shall not
include the removal of the defective article nor a renewed installation. If a defect exists in fact, we shall bear the
expenditure incurred in connection with the examination and subsequent improvement, especially the
transport, travel, labour and material costs (but not the costs of removal and installation). However, if it
transpires that a fault elimination demand was issued unjustifiably by the customer, we shall be entitled to
demand that the customer recompense us for the costs incurred as a result.
8. If the subsequent performance fails or if a reasonable time limit set by the customer for subsequent
performance expires without result or is deemed dispensable according to the legal provisions, the customer
may decide between a reduction of the payment (diminution) or a rescission of the agreement. However in the
event of a merely minor non‐conformity, especially in the event of insignificant defects, the customer shall have
no right of rescission. The customer's claims to compensation claim or the reimbursement of futile expenditure
are established solely through Section X of these T&Cs; such claims are otherwise excluded.
9. We assume no warranty in the following cases in particular, insofar as these lie outside our responsibility:
• failure to observe the installation provisions or operating instructions,
• inappropriate or improper use,
• defective assembly or commissioning
• flawed or negligent handling or
• improper maintenance
through the customer or a third party, as well as for cases of natural wear.
10. Warranty claims are excluded if the customer or a third party independently modifies the system or
eliminates a defect itself or arranges for another party to do so.
11. We shall be entitled to refuse fulfilment of the warranty claims so long as the customer fails to pay the
contractual payment less a reasonable portion in view of the defect, or has failed to fulfil other material
contractual obligations. The customer is entitled, however, to retain a reasonable part of the purchase price
proportional to the defect.

X. Disclaimer
1. We shall only be liable to pay compensation:
• in the event of deliberate acts, gross negligence on the part of an administrative body, the company's officers
or vicarious agents, in the event of death or personal injury,
• for defects that we deceitfully conceal or the absence of which we guarantee,
• for defects in the delivered goods insofar as we are liable under the Product Liability Act for personal injury
or damage to property in the case of articles used for private purposes
• for damages resulting from the breach of a material contractual obligation (duty, the fulfilment of which is
imperative to enable the very performance of the agreement and upon the fulfilment of which the
contractual party could normally expect to rely upon), our liability shall be limited to the foreseeable, actual
typical damage.
2. Unless it concerns a defect, the customer may rescind or terminate the agreement for a breach of duty only
if we are responsible for it. The customer has no "free" right of termination (especially in accordance with
Sections 651 and 649 BGB). The statutory pre‐conditions and legal consequences otherwise apply.
3. If, following failed subsequent performance, the customer elects to opt for compensation, the goods shall
remain with the customer if this is tenable for it. The compensation shall then be limited to the difference
between the purchase price and the value of the defective article.
4. We shall not be liable in principle for faults connected with the documents submitted by the customer (e.g.
drawings) or due to imprecise or verbal statements. All the customer's details, especially in relation to
dimensions, must be issued in writing.

XI. Limitation period
1. Unless otherwise provided for below, irrespective of the legal basis all the customer's claims shall become
extinguished one year following delivery. Insofar as a formal acceptance has been agreed or is necessary, the
limitation period shall commence at the time of the acceptance. This applies especially for the customer's claims
for material defects and defective legal titles and for other such contractual and extra‐contractual compensation
claims of the customer related to a defect in the goods.
2. If the application of the regular statutory limitation period (Sections 195 and 199 BGB) results in a
shortened limitation period in the particular case, the statutory limitation period shall apply.
3. The customer's compensation claims according to Section X of these T&Cs are governed solely by the
statutory limitation periods.
4. The statutory limitation periods apply, moreover, in relation to material defects and defective legal title
• in a built structure
• in an article which was actually used for a built structure in accordance with its customary purpose and which
caused the defectiveness in the built structure (construction material) and
• in a work the result of which consists of the provision of design or supervisory services for a built structure.
This does not apply, however, if the defect lies in the actual installation work and not in the building or the
construction material itself.
5. For the purpose of these T&Cs the terms "building" and "construction material" do not include our
protection and other such film, whether it be the inner or outer film as well as our roller blind or slat blind
systems.
6. The aforementioned limitation period likewise does not apply to special statutory regulations concerning
third‐party in rem rights to demand the return of property (Section 438 (1) no. 1 German Civil Code "BGB"), to
causes where the seller has fraudulently concealed a defect (Section 438 (3) BGB) or to claims based on
recourse against suppliers for goods ultimately supplied to consumers (Section 479 BGB). The limitation periods
of the Product Liability Act likewise remain unaffected.

XII. Retention of title
1. We shall reserve the title to the goods delivered until complete fulfilment of all our current and future
claims under this agreement and the business arrangement.
2. If the customer has acted in breach of contract, especially if it has failed to pay the purchase price as due,
we shall have the right to rescind the agreement in accordance with the statutory provisions and/or based on
this retention of title to demand the surrender of the articles delivered or produced as counter‐performance, if
we have previously granted the customer a reasonable period in which to render performance but without
success or if such a grace period may be dispensed with under the statutory regulations. The demand to
surrender or the taking back of the articles delivered or produced does not in itself constitute the declaration of
rescission.
3. If the customer is obliged to surrender said articles, it shall bear the costs associated with the surrender
(including any dismantling costs) and make the articles available at the originally agreed place of delivery. We
shall bear the costs of collection from the originally agreed place of delivery. If the customer fails to fulfil its duty
to surrender, we shall be entitled to seize possession of the relevant goods if a remedy from the relevant
authorities cannot be procured in time and without any immediate intervention the risk exists that the
realisation of our claim could be frustrated or significantly impeded.
4. Until such time as we revoke our permission, the customer may sell and/or process the goods in the course
of its normal business dealings. It may not make any pledging or collateral arrangements.
5. The following supplementary provisions apply if the customer disposes of or processes our goods:
5.1. The processing or transformation of the goods shall always take place in our name and on our account;
we shall be deemed to be the producer. If our goods are processed, mixed or combined with other goods
not belonging to us, we shall acquire co‐ownership in the new article proportionate to the value of the
goods we delivered compared to that of the other reprocessed articles. The product resulting from the
processing, mixing or combination shall be subject to the same provisions as apply to the goods subject to
the retention of title.
5.2. If the customer disposes of the goods subject to the retention of title or an equivalent product, it here
and now assigns to us its future receivable against its customer from the resale along with all ancillary
rights, including current account balances, in the full amount or up to the amount of our co‐ownership
share to enable us to secure all our current and future claims arising from this agreement and from the
business arrangement. We accept this assignment. If the customer disposes of goods subject to retention
of title or an equivalent product together with other articles, without an individual price being agreed for
the articles. Until such time we revoke our permission, the customer shall remain entitled to collect the
debt alongside us. We undertake to refrain from collecting of the claim provided the customer satisfies its
payment obligations, it is not in default of payment, no application is made for the commencement of
insolvency proceedings and that there is no other such deficiency in the servicing of its debts. But if this is
the case, we shall be entitled to demand that the customer informs us of its assigned claims and of the
respective debtors, that it provides us with all information required for collection, that it supplies us with
the appropriate documentation and informs said debtors (third parties) of the assignment.
5.3. If the realisable value of the securities exceeds our claims by more than 10%, upon demand we shall
release the customer's securities as selected by us.
6. The customer shall notify us without delay in the event of any pledging, seizure or other such third‐party
dispositions or interference with our rights as described above. The customer shall provide us with all
information and documentation needed for any necessary intervention. The customer shall bear the cost of any
necessary intervention.

XIII. Legal venue and choice of law
1. The sole legal venue is Münster, including for international disputes. However we are entitled, however, to
pursue legal actions against the customer at that court with general jurisdiction for its registered address.
2. These T&Cs and all legal relations between us and the customer are subject to the law of the Federal
Republic of Germany to the exclusion of international uniform law especially the United Nations Convention on
Contracts for the International Sale of Goods. The conditions and effects of the retention of title in accordance
with Section XI.6 are subject to the law of the place at which the goods are located, in particular if the choice of
German law is impermissible or ineffective.