Status of July 21st, 2026

1. General

1.1 These General Terms and Conditions of Sale (GTCS) apply to all of our business relationships with our customers (“Buyer”). The General Terms and Conditions of Sale apply only if the Buyer is an entrepreneur (Section 14 of the German Civil Code, BGB), a legal entity under public law or a special fund under public law within the meaning of Section 310 (1) BGB.

1.2 Our General Terms and Conditions of Sale 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 we have expressly consented to their application. This consent requirement applies also where the Buyer refers to its own general terms and conditions when placing an order and we have not expressly objected to them.

1.3 These General Terms and Conditions of Sale apply to contracts for the sale and/or delivery of movable goods (“Goods”). It is irrelevant whether we manufacture the Goods ourselves or purchase them from suppliers (Sections 433, 650 BGB). Unless otherwise agreed, the General Terms and Conditions of Sale apply in the version valid at the time of the Buyer’s order, or in the version last communicated to the Buyer in text form, as a framework agreement also for similar future contracts, without us being required, as Seller, to refer to them again in each individual case.

1.4 Individual agreements made with the Buyer in a particular case (including side agreements, supplements and amendments) and the details set out in our order confirmation take precedence over these General Terms and Conditions of Sale. Side agreements and contract amendments require text form in order to be effective.

1.5 Legally relevant declarations and notices by the Buyer relating to the contract (e.g. notices of defects, setting of deadlines, withdrawal or reduction of the purchase price) require text form within the meaning of Section 126b BGB (e.g. letter, e-mail). More extensive statutory form requirements and further evidence (where there is doubt as to the authority of the person making the declaration) remain unaffected.

1.6 Where reference is made to the application of statutory provisions, such references are for clarification purposes only. The statutory provisions apply – even where no such clarification is given – to the extent that they are not modified or excluded by these General Terms and Conditions of Sale.

1.7 The processing of contact and interaction data of the customer’s contact persons is necessary for the initiation and performance of the contract. EKU processes this personal data on the basis of a legitimate interest in ensuring the traceability of the business relationship and in supporting communication during the performance of the contractual relationship. Insofar as the contractual performance requires the involvement of other companies of the EKU Group, the information will also be passed on to them. This may also include companies of the EKU Group located outside Europe.

1.8 For the purpose of initiating and performing the contracts as well as subsequent services, EKU transmits employee contact data to the customer in order to enable orderly communication and performance. The customer may use this data solely for the performance of the respective contractual relationship with EKU.

2. Offer and Conclusion of Contract

2.1 Our offers are subject to change and non-binding. This applies also where we have provided the Buyer with catalogues, technical documentation (e.g. drawings, plans, calculations, cost estimates, references to DIN standards) or other product descriptions or documents (including in electronic form). We reserve all title and copyright in all documents provided to the Buyer in connection with the placing of an order. These documents may not be made accessible to third parties unless we grant the Buyer our express written consent.

2.2 The Buyer’s order for the Goods constitutes a non-binding contractual offer pursuant to Section 145 BGB. Unless the order provides otherwise, we are entitled to accept this contractual offer within two weeks of its receipt by us.

2.3 Acceptance of the Buyer’s contractual offer may be declared either in writing (e.g. by an order confirmation) or by delivery of the Goods to the Buyer. If we, as Seller, do not accept the Buyer’s offer within the period set out in Clause 2.2, any documents transmitted to the Buyer must be returned to us without undue delay.

3. Prices and Payment Terms

3.1 Unless otherwise agreed in writing in an individual case, our prices applicable at the time of conclusion of the contract shall apply ex warehouse, plus statutory value added tax.

3.2 Unless stated otherwise, agreed prices are net prices excluding any applicable statutory value added tax at the rate in force at the time of delivery or performance, and excluding any other taxes, levies, customs duties and fees.

3.3 Payment of the purchase price must be made exclusively to the account stated on the invoice. Deduction of a cash discount is permitted only on the basis of a specific written agreement.

3.4 Unless otherwise agreed, the purchase price is due and payable within fourteen days of invoicing and delivery or acceptance of the Goods. The date on which the amount is credited to EKU’s account is decisive for determining whether payment was made on time. However, we are entitled at any time, including within an ongoing business relationship, to carry out a delivery in whole or in part only against advance payment. We will declare any such reservation at the latest in the order confirmation.

3.5 The Buyer is in default upon expiry of the above payment period. During the period of default, interest shall accrue on the purchase price at the applicable statutory default interest rate pursuant to Section 288 (2) BGB, amounting to nine percentage points above the applicable base rate. We reserve the right to assert further damages caused by default. Our claim to commercial interest on maturity pursuant to Section 353 of the German Commercial Code (HGB) against merchants remains unaffected.

3.6 If, after conclusion of the contract, it becomes apparent that our claim to payment of the purchase price is jeopardized by the Buyer’s lack of ability to pay (e.g. by an application to open insolvency proceedings), we are entitled under the statutory provisions to refuse performance and, where applicable after setting a deadline, to withdraw from the contract (Section 321 BGB). In the case of contracts for the manufacture of non-fungible goods (custom-made items), we may declare withdrawal immediately. The statutory provisions on the dispensability of setting a deadline remain unaffected.

4. Rights of Retention

Rights of set-off or retention are available to the Buyer only where its claim has been finally adjudicated or is undisputed and its counterclaim is based on the same contractual relationship. In the event that defects occur in connection with the delivery, the Buyer’s counter-rights, in particular under Clause 8.6 sentence 3 of these General Terms and Conditions of Sale, remain unaffected.

5. Delivery Period and Delay in Delivery

5.1 The delivery/performance period results from the agreements between EKU and the customer. It is binding as a fixed date only if this has been expressly agreed. Compliance by EKU presupposes that all commercial and technical details of the contract have been conclusively clarified between the contracting parties and that the customer has fulfilled all obligations incumbent upon it, such as specific acts of cooperation, provision of materials or advance payments. If this is not the case, the delivery/performance period shall be extended appropriately. In the event of subsequently required changes to the scope of delivery/performance, or changes requested by the customer, the delivery/performance period shall likewise be extended appropriately.

5.2 If we are unable to meet contractually agreed delivery periods for reasons for which we are not responsible, we must inform the Buyer of this circumstance without undue delay and at the same time notify the Buyer of the expected or new delivery period. If, due to the unavailability of the performance, delivery cannot be made even within the newly notified delivery period, we are entitled to withdraw from the contract in whole or in part; we must reimburse without undue delay any consideration already rendered by the Buyer (in the form of payment of the purchase price). Claims of the customer going beyond these reimbursement claims are excluded. Unavailability of the performance exists, for example, where our supplier has failed to deliver to us on time, where we have concluded a congruent covering transaction, where there are other disruptions in the supply chain (for example due to force majeure), or where we are not obliged to procure in the individual case.

5.3 Whether we, as Seller, are in delay in delivery is determined by the statutory provisions. A prerequisite for our delay in delivery as Seller is, however, a reminder from the Buyer.

5.4 The Buyer’s rights under Clause 9 of these General Terms and Conditions of Sale and our statutory rights, in particular in the event of an exclusion of the obligation to perform (e.g. due to impossibility or unreasonableness of performance and/or subsequent performance), remain unaffected.

6. Delivery, Passing of Risk, Acceptance, Default of Acceptance

6.1 Delivery is made ex warehouse. The warehouse is also the place of performance for the delivery and the place for any subsequent performance.

6.2  If the Buyer wishes the Goods to be dispatched to a different destination (sale by dispatch), the INCOTERMS shipping clauses in their respective current version shall be deemed contractually incorporated for the dispatch of Goods from EKU to the customer. Insofar as it is agreed that EKU insures the transport, this covers only the transport from the manufacturer’s plant to the boundary of the customer’s company premises.

6.3 If the Buyer is in default of acceptance or if our delivery is delayed for other reasons for which the Buyer is responsible, we are entitled to claim compensation from the Buyer for the resulting damage, including additional expenses (e.g. storage costs). In such cases, we will invoice the Buyer a lump-sum compensation of EUR 150 per calendar day (commencing with the delivery period or, if no delivery period is specified, with notification that the Goods are ready for dispatch).

6.4 Proof of higher damage and our statutory claims (in particular compensation for additional expenses, reasonable compensation, termination) remain unaffected; the lump sum shall, however, be offset against further monetary claims. The Buyer reserves the right to prove that we incurred no damage at all or only substantially less damage than the above lump sum.

7. Retention of Title

7.1 We retain title to the delivered Goods until full payment of all our present and future claims arising from the purchase contract and from an ongoing business relationship (secured claims).

7.2 Until the secured claims have been paid in full, the Goods subject to retention of title may neither be pledged to third parties nor transferred by way of security. The Buyer must notify us in writing without undue delay if an application to open insolvency proceedings is filed or if third parties access the Goods belonging to us (e.g. by attachment). Insofar as the third party is unable to reimburse us for the judicial and extrajudicial costs of an action pursuant to Section 771 of the German Code of Civil Procedure (ZPO), the Buyer shall be liable for the loss incurred by us.

7.3 Prior to full performance of all payment obligations, the customer is entitled to process or dispose of the Goods in the ordinary course of business – but not to pledge them or transfer them by way of security – only if it has evidently ordered the Goods as an integrator or other intermediary and as long as it is not in default of payment and no grounds for an insolvency application exist. The customer hereby assigns in advance to EKU all claims against third parties arising from such processing or disposal, as security for EKU’s payment claims. This assignment applies irrespective of whether the Goods subject to retention of title have been sold without or after processing. Notwithstanding the assignment, the customer remains entitled to collect the claim, and EKU will not collect the claim as long as the customer is not in default of payment and no grounds for an insolvency application exist. Any processing and combination of the Goods subject to retention of title by the customer is carried out exclusively for EKU. In the event of combination with other movable items not belonging to EKU, EKU shall acquire co-ownership of the new item in the ratio of the acquisition values of the Goods subject to retention of title and the other items combined with them at the time of processing.

7.4 In the event of conduct by the Buyer in breach of contract, in particular non-payment of the purchase price when due, we are entitled under the statutory provisions to withdraw from the contract and/or to demand the return of the Goods on the basis of the retention of title. A demand for return does not at the same time constitute a declaration of withdrawal; rather, we are entitled merely to demand the return of the Goods and to reserve the right of withdrawal. If the Buyer fails to pay the purchase price when due, we must have set the Buyer a reasonable deadline for payment which has expired without success before asserting these rights. This applies only insofar as such a deadline is not dispensable under the statutory provisions.

7.5 Until revocation pursuant to Clause 7.5.c, the Buyer is entitled to resell and/or process the Goods subject to retention of title in the ordinary course of business. In this case, the following provisions apply in addition:

a) Products created by combining, mixing or processing our Goods are subject to the retention of title at their full value, whereby we shall be deemed the manufacturer. If, in the case of combination, mixing or processing with goods of third parties, the third parties’ title continues to exist, we acquire co-ownership in the ratio of the invoice values of the combined, mixed or processed goods. In all other respects, the same applies to the resulting product as to the Goods delivered subject to retention of title. The Buyer also assigns to us, by way of security, such claims against a third party as accrue to it from the combination of the Goods subject to retention of title with a plot of land. We hereby accept this assignment.

b) The Buyer hereby assigns to us, by way of security, in full or in the amount of any co-ownership share of ours pursuant to Clause 7.5.a, the claims against third parties arising from the resale of the Goods or the product, in the amount of the final invoice amount agreed with us (including VAT). We accept this assignment. The Buyer’s obligations set out in Clause 7.2 also apply with respect to the assigned claims.

c) The Buyer remains authorized, alongside us, to collect the claim. As long as the Buyer meets its payment obligations towards us, there is no deficiency in the Buyer’s ability to pay, and we do not assert the retention of title by exercising a right pursuant to Clause 7.4, we undertake not to collect the claim. If we exercise a right pursuant to Clause 7.4, we may require the Buyer to disclose the assigned claims and their debtors, to provide all information necessary for collection, to hand over the associated documents and to notify the debtors (third parties) of the assignment. In addition, we are entitled to revoke the Buyer’s authority to resell and its authority to process the Goods subject to retention of title.

d) If the realizable value of the securities exceeds our claims by more than 10%, we will release securities of our choice at the Buyer’s request.

7.6 As long as title has not yet passed to the Buyer, the Buyer is obliged to treat the purchased item with care. In particular, the Buyer is obliged to insure it adequately at its own expense at replacement value against theft, fire and water damage. Where maintenance and inspection work is required, the Buyer must carry this out in good time at its own expense.

8. Buyer’s Claims for Defects

8.1 The statutory provisions apply to the Buyer’s rights in the event of material defects and defects of title (including incorrect and short delivery as well as improper assembly/installation or defective instructions), unless otherwise provided below. This does not affect the statutory provisions on the sale of consumer goods (Sections 474 et seq. BGB) or the Buyer’s rights under separately issued guarantees, in particular those issued by the manufacturer.

8.2 Agreements which we have concluded with Buyers regarding the quality and the intended use of the Goods (including accessories and instructions) generally form the basis of our liability for defects under the warranty. An agreement on quality encompasses all product descriptions and manufacturer specifications that are the subject matter of the individual contract or that were publicly announced by us (in particular in catalogues or on our website) at the time of conclusion of the contract. If no quality has been agreed, whether a defect exists is to be assessed in accordance with Section 434 (3) BGB.

8.3 With respect to Goods with digital elements or other digital content, it should be noted that we are obliged to provide and update the digital content only insofar as this expressly results from an agreement on quality pursuant to Clause 8.2. We assume no liability for public statements made by the manufacturer or other third parties.

8.4 We are not liable for defects of which the Buyer is aware, or of which the Buyer is unaware due to gross negligence, at the time of conclusion of the contract pursuant to Section 442 BGB.

8.5 The Buyer’s claims for defects exist only insofar as the Buyer has complied with its statutory obligations to inspect the Goods and to give notice of defects (Sections 377, 381 HGB). Where the Goods are building materials or other goods intended for installation or further processing, the inspection must be carried out immediately prior to processing. Written notice must be given to us without undue delay if a defect becomes apparent upon delivery, upon inspection or at a later point in time. Obvious defects must be notified in writing within 5 working days of delivery, and defects that were not apparent within the same period from their discovery. If the Buyer fails to carry out a proper inspection and/or to give notice of defects, our liability for the defect not notified, or not notified in good time or properly, is excluded in accordance with the statutory provisions. Where the Goods were intended for installation, attachment or fitting, this also applies where the defect only became apparent after the corresponding processing as a result of non-compliance with or breach of one of these obligations. In this case, the Buyer has no claim to reimbursement of “removal and installation costs”.

8.6 If the delivered Goods are defective, we as Seller have the right to choose whether to provide subsequent performance by remedying the defect (rectification) or by delivering a defect-free item (replacement delivery). In doing so, EKU will select the form of subsequent performance that is appropriate taking into account all the circumstances and proportionate in view of the associated costs. If the type of subsequent performance chosen by us is unreasonable for the Buyer in the individual case, the Buyer may refuse it. We reserve the right, however, to refuse subsequent performance subject to the statutory requirements. In addition, we are entitled to make the subsequent performance owed by us conditional upon the Buyer paying the purchase price due. The Buyer is, however, entitled to retain a portion of the purchase price that is reasonable in proportion to the defect.

8.7 The Buyer must grant us the time and opportunity necessary to carry out the subsequent performance owed. In particular, the Buyer must hand over to us the item in respect of which it has asserted a defect for inspection purposes. If we carry out a replacement delivery of a defect-free item, the Buyer must return the defective item to us in accordance with the statutory provisions. The Buyer is not, however, entitled to a claim for return.

8.8 Unless we have contractually undertaken to do so, subsequent performance includes neither the removal, dismantling or de-installation of the defective item nor the installation, attachment or fitting of a defect-free item. This does not affect the Buyer’s claims for reimbursement of “removal and installation costs”.

8.9 We will reimburse the expenses necessary for inspection and subsequent performance (transport, labor and material costs and, where applicable, removal and installation costs) in accordance with the statutory provisions and these General Terms and Conditions of Sale if a defect exists. We may, however, demand reimbursement from the Buyer of the costs arising from an unjustified request to remedy a defect where the Buyer knew, or could have recognized, that in fact no defect existed.

8.10 The Buyer has the right to remedy the defect itself and to demand reimbursement of the expenses objectively necessary for this purpose if the case is urgent (e.g. where operational safety is at risk or in order to avert disproportionate damage). In the event of such self-remedy, the Buyer must inform us without undue delay. If we would be entitled to refuse subsequent performance under the statutory provisions, the Buyer has no right to self-remedy.

8.11 The Buyer may withdraw from the purchase contract or reduce the purchase price in accordance with the statutory provisions if a deadline to be set by the Buyer for subsequent performance has expired without success or is dispensable under the statutory provisions. In the case of an insignificant defect, however, the Buyer has no right of withdrawal.

8.12 The Buyer’s claims for reimbursement of expenses pursuant to Section 445a (1) BGB are excluded unless the last contract in the supply chain is a sale of consumer goods (Sections 478, 474 BGB) or a consumer contract for the supply of digital products (Sections 445c sentence 2, 327 (5), 327u BGB).

8.13 In the case of the purchase of used items, liability for defects is excluded unless otherwise agreed.

8.14 Claims of the Buyer for damages or for reimbursement of futile expenses (Section 284 BGB) exist, even where a defect is present, only in accordance with Clause 9 and Clause 10.

9. Limitation Period

9.1 By way of derogation from Section 438 (1) no. 3 BGB, the general limitation period for claims arising from material defects and defects of title is one year from delivery. If acceptance has been contractually agreed, the limitation period commences upon acceptance.

9.2 The above limitation periods under sales law also apply to contractual and non-contractual claims for damages by the Buyer that are based on a defect in the Goods, unless the application of the standard statutory limitation period pursuant to Sections 195, 199 BGB would lead to a shorter limitation period in the individual case. Claims for damages by the Buyer pursuant to Clauses 10.1 and 10.2.a) and claims under the German Product Liability Act become time-barred exclusively in accordance with the statutory limitation periods.

10. Other Liability

10.1 Unless otherwise provided in these General Terms and Conditions of Sale, including the following provisions, we as Seller are liable for breaches of contractual and non-contractual obligations in accordance with the statutory provisions.

10.2 Within the scope of fault-based liability, we are liable for damages, irrespective of the legal grounds, only in cases of intent and gross negligence. In cases of simple negligence, we are liable – subject to statutory limitations of liability (e.g. care taken in one’s own affairs; immaterial breach of duty) – only:

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

b) for damage resulting from the breach of a material contractual obligation (obligations the fulfilment of which is essential to the proper performance of the contract and on the observance of which the contracting party relies and may rely). In this case, however, our liability is limited to compensation for the foreseeable damage typically occurring.

10.3 The limitations of liability resulting from Clause 10.2 also apply vis-à-vis third parties and in the event of breaches of duty by persons whose fault we are responsible for under the statutory provisions. The limitations of liability do not apply where a defect has been fraudulently concealed or a guarantee for the quality of the Goods has been given. The same applies to claims of the Buyer under the German Product Liability Act.

10.4 The Buyer may withdraw from or terminate the contract on account of a breach of duty that does not result from a defect only if we as Seller are responsible for the breach of duty.

10.5 Any right of the Buyer to terminate the contract (in particular pursuant to Sections 650, 648 BGB) is excluded. In all other respects, the statutory requirements and legal consequences apply.

11. Export Control

11.1 The parties are aware that the delivery items may be subject to export and import restrictions. In particular, authorized requirements may apply, and the use of the delivery item and of the associated information and technologies abroad may be subject to restrictions.

11.2 Performance of the contract by EKU is subject to the provision that no obstacles arising from national or international export and import law provisions, or from any other statutory provisions, stand in the way of performance.

11.3 The export of the delivery items by the customer may be subject to an authorization requirement – for example on account of their nature, their intended use or their final destination. The customer is obliged to support EKU in the context of export authorisation procedures and to observe the relevant export regulations and embargoes, in particular those of the Federal Republic of Germany and the European Union, as well as other relevant provisions.

11.4 Insofar as information from EKU is required in order to carry out export control checks by authorities or by the customer, EKU will, upon corresponding request, make available all necessary information about the delivery item.

12. Choice of Law and Place of Jurisdiction

12.1 These General Terms and Conditions of Sale and the contractual relationship between us as Seller and the Buyer are governed by the law of the Federal Republic of Germany, to the exclusion of uniform international law, in particular the UN Convention on Contracts for the International Sale of Goods (CISG).

12.2 If the Buyer is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, our place of business in Stuttgart is the exclusive – including international – place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship. The same applies if the Buyer is an entrepreneur within the meaning of Section 14 BGB.

12.3 We are additionally entitled to bring an action at the place of performance of the delivery obligation under these General Terms and Conditions of Sale or under a prevailing individual agreement, or at the Buyer’s general place of jurisdiction. Overriding statutory provisions (exclusive places of jurisdiction) remain unaffected.