AEB

General Terms and Conditions of Purchase (GTCP) for entrepreneurs

Validity

1. unless otherwise expressly agreed in writing and in individual cases, the following General Terms and Conditions of Purchase (hereinafter referred to as "GTCP") shall apply - in addition to the customs in the timber industry (Tegernsee customs) - to our purchases of goods and/or services in business transactions with entrepreneurs (§ 14 BGB), legal entities under public law or special funds under public law (hereinafter referred to as "Suppliers"). These GPC shall also apply to all future transactions with the Supplier, even if they are not expressly agreed again or we have not expressly referred to their inclusion. The GPC shall be deemed to have been accepted at the latest upon delivery of the goods or provision of the service by the Supplier. 2.

2 These GPC shall apply exclusively. Conflicting, supplementary or deviating general terms and conditions of the supplier are not recognised and their validity is rejected. They shall only apply if we have expressly agreed to them or parts thereof in writing. These GPC shall also apply if we accept the supplier's deliveries without reservation in the knowledge that the supplier's general terms and conditions conflict with or deviate from these GPC. Tacit consent to the supplier's general terms and conditions is expressly excluded.

(3) All legally relevant notifications and declarations of the supplier made after conclusion of the contract must be made in text form in order to be effective.

4. references to the validity of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions shall therefore apply unless they are directly amended or expressly excluded in these GPC.

Orders, conclusion of contract

5. our order shall be deemed binding at the earliest upon written submission or written confirmation.

6. the goods and services shall be ordered and designated in accordance with the supplier's service offers. The supplier must check whether the designations in the order form are correct and whether the material fulfils the known intended purpose. The supplier shall report any concerns regarding usability immediately after becoming aware of the relevant circumstances.

7. if the order is not immediately rejected in writing, it shall be deemed to have been accepted in full. If the supplier's order confirmation deviates from our order, the changes shall only become part of the contract with our written countersignature.

8. by concluding the contract, the supplier recognises that he has informed himself about the type of execution and the scope of the service by inspecting existing plans and service descriptions. The supplier must notify us of obvious errors (e.g. typing and calculation errors) and incompleteness of the order, including the order documents, for the purpose of correction or completion before acceptance; otherwise the contract shall be deemed not to have been concluded.

Delivery, delivery dates, delay, consequences of non-contractual delivery or performance

9. unless otherwise agreed in writing, all deliveries or services of the supplier shall be made "free domicile" to the place of delivery agreed in each case or specified in the order. The place of delivery is also the place of fulfilment.

10. the supplier shall only be authorised to make partial deliveries and/or render partial services and to deliver/service before the agreed date with our express written consent.

11. the risk of accidental loss shall pass to us upon proper delivery of the goods or performance of the service at the agreed place of delivery. The supplier must insure himself adequately against transport damage at his own expense.

12. each delivery or service must be accompanied by a delivery note in duplicate. The delivery note must contain the order number, the exact description of the delivery/service, the quantity delivered, dimensions, weight, packaging, etc. If deliveries are made by forwarding agents, this data must also be stated on the consignment notes and/or other accompanying documents. For shipments to Germany, foreign suppliers must enclose the usual consignment notes and customs documents and insure themselves against special risks associated with the delivery. 13.

13. the dates and deadlines for deliveries/services stated in the orders are binding. They shall commence on the day the order is dispatched. If a delivery period is agreed, the supplier must notify us of the exact delivery date at least 48 hours before delivery.

14. the supplier is obliged to inform us immediately in text form if circumstances occur or become recognisable to him which indicate that the agreed delivery date cannot be met. In the event of a delay in delivery, we shall be entitled to demand compensation for damages and to withdraw from the contract after the fruitless expiry of a reasonable grace period. The unconditional acceptance of the delayed delivery or service does not constitute a waiver of the claims to which we are entitled due to the delay.

15. if, in the event of delivery or performance not in accordance with the contract, it is no longer possible for us, due to particular urgency, to notify the supplier of his default, to inform him of the impending damage and to set him a deadline, albeit a short one, for remedy, we shall be entitled, without prior warning, to procure a replacement or remedy either ourselves or through third parties at the supplier's expense. This shall not affect any further legal claims.

Certificates, declarations, evidence

16. the supplier is obliged to provide us with the necessary or appropriate written documents, declarations and evidence (manufacturer's and/or conformity declarations, CE markings, certifications, material test certificates, product data sheets, safety data sheets, etc.) for goods that are subject to the EU Construction Products Regulation or other regulations for placing on the market, as well as for other goods, free of charge immediately after the order has been placed. The supplier shall remain responsible for the accuracy, reliability and stability of the test certificates and/or legally or officially required labelling (e.g. CE marking, FSC seal, etc.) and for their affixing and shall ensure during the entire delivery period that the declarations and evidence are correct, complete and in accordance with the relevant laws and standards. The supplier shall affix the labelling to its products in accordance with the statutory, official and our requirements. The supplier agrees that we may publish the manufacturer's declarations and/or declarations of conformity, CE markings, certifications, material test certificates, product and safety data sheets etc. in catalogues, price lists, on our homepage etc. or that we may use these documents to prepare our own manufacturer's declarations and/or declarations of conformity, CE markings, certifications, material test certificates, product and safety data sheets for a complete product or our own branded product (cf. Art. 36 BauPVO).

Prices, invoicing, retention of title

17 The net prices stated in the order are fixed prices as a total price or unit price. Additional claims are not permitted. The agreed prices include all services associated with the procurement and delivery of the goods and/or services, in particular packaging and transport to the agreed place of delivery (free to the recipient's place of receipt), including insurance, taxes, customs duties and other ancillary costs. 18.

18. the invoice must be issued electronically or on paper in duplicate after delivery of the goods or provision of the service. The invoice must clearly state the complete order number, the UlD number and the agreed terms of delivery. VAT, if applicable, must be shown separately. Invoices that do not comply with these regulations and those of the Value Added Tax Act, or that do not state the order data and order number, will not be processed or will be returned to the supplier. In this case, the invoice shall be deemed not to have been submitted until receipt of an invoice in proper form. 19.

19. the date of receipt of a verifiable invoice including the respective proof of performance shall be decisive for the due date or the commencement of a payment period; if the goods are received later, the date of receipt of the goods shall be decisive, provided that the goods have been duly delivered or the service has been duly rendered.

(20) Our payment does not constitute recognition of the correctness of the delivery/service and therefore does not constitute a waiver of any claims to which we are entitled.

21. the supplier shall not be entitled to an extended and/or prolonged retention of title beyond the simple retention of title. We are authorised without restriction to process/resell goods subject to retention of title as is customary in the business and to collect the corresponding receivables from our customers. Otherwise, the supplier's retention of title shall only apply insofar as it relates to our payment obligation for the respective goods/services to which the supplier retains title.

Assignment, set-off, right of retention

22 The supplier is not authorised to assign its claims arising from the contractual relationship to third parties or to pass on our orders to third parties without our written consent. This shall not apply insofar as monetary claims are concerned; in this case, however, we shall be entitled to make payment to the supplier or the third party at our discretion and with discharging effect.

23 The supplier is only entitled to set-off and to assert rights of retention if his claims are undisputed or have been recognised by declaratory judgement.

Warranty, guarantee, warranty period

24 Quality and quantity details and other specifications contained in our order must be strictly adhered to. All product descriptions which are the subject of the individual contract shall be deemed to be an agreement on the quality of the goods/services; it makes no difference whether the product description originates from the supplier, the manufacturer or from us. In the absence of such an agreement, the applicable DIN and EN standards shall apply. Declarations of conformity, certifications and CE markings constitute independent guarantees.

25 The supplier warrants that the goods delivered or services rendered are free of defects in every respect and comply with the recognised rules of technology. The goods/services are marketable without restriction in the country of destination specified in the order.

26. insofar as an inspection of the delivered goods is feasible in the ordinary course of business, we shall inspect the goods for quantity, identity and transport damage within a reasonable period of time after delivery to the agreed place of delivery in accordance with the contract. The supplier agrees that the goods may only be inspected on a random basis, provided that this corresponds to the circumstances of the ordinary course of business and the nature and scope of the delivery. The supplier agrees that no further inspection shall take place.

27. we shall give notice of defects which become apparent without inspection within a period of 15 working days (Mon - Fri). Defects which are only recognisable during the necessary inspection shall be notified within a period of 15 working days (Mon - Fri) after completion of the inspection and knowledge of the defects. Hidden defects shall be notified within a period of 15 working days (Mon - Fri) as soon as they are recognised. In this respect, the supplier waives the defence of late notification of defects. The notification of defects may be made in writing or verbally. The supplier may not invoke a breach of the obligation to give notice of defects by us if the defectiveness of the goods is due to circumstances of which the supplier is aware or is only unaware due to gross negligence. The supplier shall provide us with an initial statement within 5 working days of receipt of our complaint.

28. if concealed defective goods have been installed in another item or attached to another item in accordance with their nature and intended use, the supplier shall bear the necessary expenses for the removal of the defective goods. He shall also bear the costs for the installation or attachment of the repaired or newly delivered item as well as the expenses for transport, travel, labour and material costs required for subsequent performance. The costs charged to us by our customer shall also be deemed to be necessary expenses for the removal of the defective goods and the installation of the defect-free goods.

29. we shall be entitled to our statutory rights of recourse (e.g. from § 437 BGB) within a supply chain without restriction in addition to the claims for defects. This shall also apply in the event of further processing of the defective goods. In particular, we are entitled to demand exactly the type of subsequent fulfilment (rectification or replacement delivery) from the supplier that we owe our customer in the individual case. Our statutory right of choice is not restricted by this.

30 Warranty claims shall become time-barred 24 months after the transfer of risk to us, unless the law provides for a longer period.

31 Furthermore, the supplier guarantees that the products, packaging and presentation materials, photos, etc. supplied by him do not infringe any industrial property rights of third parties (patents, trademark rights, plant variety rights, etc.) and that the placing on the market does not violate statutory, competition law or official regulations. If claims are asserted against us by a third party due to an infringement of industrial property rights or due to an encroachment on other third-party rights, the supplier shall be obliged to indemnify us against these claims upon first written request. The supplier's obligation to indemnify relates in particular to the expenses necessarily incurred by us from or in connection with the claim asserted by the third party.

Liability

32. the supplier shall be responsible for all claims asserted by third parties for personal injury or damage to property which are attributable to a defective product supplied by him and shall be obliged to indemnify us against any liability resulting therefrom.

(33) The supplier shall be liable without limitation for all damage caused by him or his vicarious agents and/or assistants during or in connection with the provision of the contractually owed service.

34 In this context, the supplier is also obliged to reimburse any expenses arising from or in connection with a recall action carried out by us, insofar as the claim does not already follow from the law. We will inform the supplier of the content and scope of the recall measures to be carried out - as far as possible and reasonable - and give him the opportunity to comment.

35. the supplier undertakes to take out and maintain product liability insurance at his own expense with a lump sum cover of € 10 million per personal injury/property damage. The supplier shall send us a copy of the insurance policy at any time upon request. If we are entitled to claims for damages in excess of the insurance cover, these shall remain unaffected.

Force majeure, cancellation

36. force majeure shall release us and the supplier from our performance obligations for the duration of the disruption and to the extent of its effect. We and the supplier are obliged to provide each other with the necessary information about the nature, extent and duration of the disruption without delay and to adjust the contractual obligations accordingly in good faith.

37. we shall be released from the obligation to accept the ordered deliveries/services in whole or in part and shall be entitled to withdraw from the contract to the extent that we are no longer interested in the deliveries/services due to the delay caused by force majeure

38. in particular, we shall be entitled to terminate the existing contracts with the supplier without notice for good cause or to withdraw from all contracts concluded with the supplier if the supplier is prevented from delivering for a longer period of time, suspends payments or becomes insolvent, insolvency proceedings are opened against its assets or the opening of such proceedings is rejected for lack of assets.

39 Other contractual and/or statutory rights of cancellation shall remain unchanged.

Confidentiality

40. we reserve ownership rights and copyrights to illustrations, plans, drawings, calculations, instructions for execution, service descriptions and other documents. Such documents as well as all information received within the scope of or on the occasion of the execution of the contract shall be used exclusively for the contractual performance and shall be returned to us after completion of the contract. The documents must be kept strictly confidential vis-à-vis third parties, kept inaccessible accordingly and may only be made accessible to third parties with our express written consent. This shall also apply after termination of the contract. The supplier's obligation to maintain secrecy shall only expire if and insofar as the information has become generally known.

41 The above provision shall apply accordingly to substances and materials (e.g. software, finished and semi-finished products) as well as to tools, templates, samples and other items which we may provide to the supplier for production.

Final provisions

42. place of fulfilment for all deliveries and services, payments shall be the place of receipt (place of delivery) designated by us.

43 All disputes arising from or in connection with this contract shall be decided by the courts having jurisdiction over our registered office. We shall also be entitled to take legal action at the supplier's registered office (in Germany and abroad).

44. the law of the Federal Republic of Germany shall apply to the contractual relationship with the supplier. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.

45 We are authorised to collect and process the Supplier's personal data in compliance with the provisions of the applicable data protection regulations, in particular the General Data Protection Regulation (EU-GDPR) and the Federal Data Protection Act (BDSG).

46 Should one or more provisions of these GTCP be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. Insofar as an effective, appropriate part is contained in invalid clauses, this shall be upheld. The invalid provision shall be replaced by a mutually agreed, legally valid provision that has a similar and valid economic and legal effect. The same shall also apply in the event of a gap or omission in the GPC.