Gerneral Terms and Conditions

Chief Enterprises Europe GmbH, Großer Sand 3, D-76698 UBSTADT-WEIHER

1. Scope

Our terms of delivery and payment apply exclusively, even if no reference is made to them in individual cases. External terms and conditions are hereby expressly rejected. Our terms and conditions are deemed to be accepted at the latest upon acceptance of the delivery. Deviations are only valid in written form. All offers are valid for 30 days from the date of the offer. We reserve the right to prior sale.

We expressly reserve the right to make changes and additions to these terms and conditions and to the prices.

2. Deliveries

Delivery times are only approximate. This doesn't apply to delivery dates that have been agreed in writing as binding. Partial deliveries are considered separate transactions and don't affect the unfulfilled part of an order. Unforeseen delivery obstacles such as force majeure, strikes, operational disruptions in our own operations or those of our suppliers, transport difficulties or delivery delays by suppliers entitle us to postpone delivery for a further reasonable period or to withdraw from the contract, insofar as it has not yet been fulfilled. Claims for damages, replacement purchases or subsequent delivery are excluded.

3. Shipping - Handling costs - Packaging

Shipping, packaging costs and transport insurance are borne by the buyer. The goods are packaged in accordance with standard commercial practice.

4. Transfer of risk

Deliveries are made ex works from the supplier's premises at the expense and risk of the purchaser. Unless otherwise specified by the purchaser, the mode of shipment shall be determined at the supplier's reasonable discretion.

Even if carriage paid delivery has been agreed, the risk relating to the delivery item shall pass to the customer upon handover of the products to the customer, the forwarding agent or the carrier, but no later than upon leaving our factory or warehouse. In the event of default of acceptance by the customer, the risk shall pass upon readiness for dispatch, even if default of acceptance occurs after readiness for dispatch. At the request and expense of the customer, the shipment shall be insured by the supplier against breakage, transport damage and fire.

5. Prices and payments

Each order is subject to a separate contract. Prices are exclusive of statutory value added tax and, where applicable, precious metal surcharges. The invoice amount is payable within 30 days of the invoice date, provided that it is available to the seller on the due date at the latest.

The acceptance of cheques or bills of exchange remains reserved in all cases. Acceptance is only made on account of payment, but not in lieu of performance. Bill charges, including bill taxes, discount charges and the like, shall be borne by the buyer.

Payment shall be deemed to be in default upon the due date of the seller's claims, even if no written reminder has been issued. In the event of default in payment, the seller shall be entitled to charge interest on arrears at the respective bank rates for overdrafts, but at least 4% above the discount rate of the Deutsche Bundesbank.

The buyer may only withhold payments or offset them against counterclaims if these claims are undisputed or have been legally established. In the event of default in payment of an invoice – even for a single invoice – all claims of the seller shall become due immediately. This shall also apply if the seller becomes aware of a reduction in the buyer's creditworthiness, regardless of the term of any bills of exchange accepted on account of payment.

6. Retention of title

All delivered goods remain our property until all our claims against the buyer arising from the business relationship, including those arising in the future, have been settled. In the case of current accounts, the retention of title serves as security for our respective balance claims. This also applies if payments are made by the buyer for specific claims.

The processing or treatment of the goods subject to retention of title shall always be carried out on our behalf without any obligations arising for us. We shall be entitled to the ownership of the new item created by processing or treatment to the extent legally possible. In the event of processing with other goods not belonging to us, we shall be entitled to co-ownership of the new item in the ratio of the value of the goods subject to retention of title to the other processed goods at the time of processing. In the event that the goods delivered by us are mixed or combined with other items, the buyer hereby transfers to us his ownership or co-ownership rights to the mixed stock or the new item in the aforementioned ratio and shall hold these in safekeeping for us.

The buyer may only resell the goods subject to retention of title in the ordinary course of business under normal business conditions and only as long as he meets his payment obligations to us on time. The buyer is obliged, for his part, to resell the goods subject to retention of title only under retention of title and to ensure that the claims arising from such sales transactions can be transferred to us. The buyer's claims from a resale of the goods subject to retention of title shall be assigned to us in advance, regardless of whether the resale takes place before or after processing, mixing or combination. They shall serve as security for us to the same extent as the goods subject to retention of title. The assignment also includes any balance from a current account relationship between the buyer and its contractual partner; it applies to the amount of the invoice resulting from the resale of our reserved goods.

The buyer is authorised to collect the claim from the resale of the goods subject to retention of title as long as he duly meets his payment obligations to us. We are entitled to revoke this authorisation at any time.

In the event of revocation, the buyer is obliged to inform his customers immediately of the assignment of claims to us and to provide us with all information necessary for collection and to surrender or transfer any securities for customer claims. If the value of the securities existing for us exceeds our secured claims by more than 20%, we shall be prepared, at the buyer's request, to release securities of our choice to this extent. The buyer undertakes to insure the goods subject to retention of title adequately against fire and theft. He hereby assigns to us his claims arising from the insurance contracts. In all other respects, he shall store the goods subject to retention of title for us at no cost to us. In the event of default in payment or in the event of cancellation of the purchase contract, the buyer hereby declares his consent to our removal or having the goods subject to retention of title removed from the buyer's premises. The removal shall only be deemed a withdrawal from the respective delivery contract if we expressly declare this.

7. Complaints

Complaints regarding quantities, incorrect deliveries and obvious defects can only be considered if they are reported in writing immediately after discovery, at the latest 4 weeks after receipt of the goods, enclosing the packing slip. Hidden defects can only be taken into account if the complaints are made in writing immediately after discovery of the defect, at the latest within the applicable warranty periods. Rejected goods must be kept at our disposal; returns only after written request by us.

8. Warranty

A warranty for freedom from defects is provided for a maximum period of 6 months. The warranty period shall not be renewed or extended by any repair or replacement. Replacement parts installed as part of the repair shall be warranted until the expiry of the warranty period applicable to the respective product. No warranty shall be provided for replacement parts delivered after the expiry of the warranty period and not invoiced.

If a complaint is justified, we shall provide warranty exclusively by repairing the defective goods or replacing them with new goods at our discretion. If two attempts at repair or replacement fail, the buyer may, at his discretion, withdraw from the purchase contract or reduce the purchase price. Further claims by the buyer arising from defects in the goods, including claims for the absence of warranted characteristics, claims for compensation for damage that has not occurred to the delivery item itself (consequential damage), and claims arising from positive breach of contract are excluded in accordance with the following clause 9.

9. Liability

All claims by the buyer for compensation for direct or indirect damage – including incidental and consequential damage – against us, our employees and other vicarious agents – regardless of the legal basis – are excluded, unless the damage is due to intent or gross negligence.

10. Limitation

All claims of the buyer against us – regardless of their legal basis – shall become statute-barred at the latest 6 months after delivery or after the claim arises, whichever is earlier.

Warranty claims for defects that were not already present at the time of delivery shall expire upon expiry of the warranty period specified in Section 8.

11. Data protection

We store and process the personal data of our business partners in connection with business transactions to the extent necessary for the proper execution of the contractual relationship.

12. Place of performance, place of jurisdiction

The place of performance for deliveries and returns as well as payments is Ubstadt-Weiher. The place of jurisdiction, including for bills of exchange and cheques, is agreed to be the district court of Mannheim.

13. General clause

The invalidity of individual provisions of these General Terms and Conditions shall not affect the validity of the remaining provisions. Should a provision be or become invalid, the contracting parties shall replace the invalid provision with a valid provision that comes as close as possible to the economic and legal purpose of the invalid provision.

Rev. 23-Jul-2025