Terms of delivery and payment
of HORN GmbH
for exports

1. Field of application
1.1 These Terms of Delivery and Payment for Exports (hereinafter „Export-LZB“) shall
apply from 1 May 2015 to all contracts between Horn GmbH (hereinafter referred to
as „Seller“) and orderers, which have their registered seat or the branch occupied with
the contract outside of the territory of the Federal Republic of Germany.
1.2 These Export-LZB shall not apply if the orderer acquires the goods for their personal
use or the use in the family, or in the household and the Seller knew this or should have
known this upon conclusion of the contract.
1.3 These Export-LZB shall apply to all offers and deliveries of the Seller. They shall also
apply to all future contracts with the orderer insofar as reference is made to these
Export-LZB in the offer or the Seller’s confirmation.
1.4 Should General Business Terms of the orderer deviate from these Export-LZB then the
Business Terms of the orderer shall only apply if they are explicitly confirmed by the
Seller in writing. Counter-confirmations of the orderer with reference to its Business
Terms are hereby explicitly objected to.
1.5 These ALZB shall also apply exclusively and to an unlimited extent if the Seller carries
out the delivery to the orderer without reservation with the knowledge of contradictory
terms and conditions of the orderer or those which deviate from these terms and
conditions.
1.6 If regulations are agreed between the Seller and the Orderer, which deviate from
individual terms and conditions of these ALZB, this shall have no effect on the validity
of the other regulations of these ALZB.

2. Conclusion of contract and object of contract
2.1 The offers of the Seller are non-binding.
2.2 The contract, including any other agreement and collateral agreements, in particular
insofar as they deviate from these ALZB, shall only be concluded with the confirmation
of the Seller in a text form, in particular by e-mail or electronic data processing.
2.3 The contents of the contract, in particular with regard to the scope of delivery, shall be
oriented to the written confirmation of the Seller, unless an oral or implied agreement
was reached after conclusion of the contract, which deviates from these ALZB. The
change to individual agreements can also only be made in writing after conclusion of
the contract.
2.4 Insofar as reference is made to a DIN regulation, it concerns a service specification and
not an agreement of a condition.
2.5 The orderer undertakes to point out to the Seller before conclusion of the contract if the
goods which are to be delivered should not be exclusively suitable for the customary
use or will be used under unusual conditions or conditions which represent a special
health, safety or environmental risk or require increased demands or if untypical
possibilities for damages or unusual amounts of damages may be associated with the
contract, which are known or should be known to the orderer.

3. Property rights of the Seller, confidentiality
3.1 The Seller is and remains the holder of the copyrights to samples, cost estimates,
drawings and similar documents in a physical and non-physical form, also insofar as
these are transmitted to the orderer on a storage medium or by e-mail. These
documents may not be made accessible to third parties without the Seller’s consent.
3.2 Insofar as the orderer sends information and documents described as confidential to
the Seller, the Seller undertakes to only make these accessible to third parties after
obtaining the orderer’s prior consent.

4. Prices, freight and packaging costs
4.1 The prices are deemed in EURO plus the respective applicable rate of value added tax
and shall be deemed ex works in Gottmadingen (EXW, Incoterms 2020) including
loading in the plant, however plus packaging, freight and shipping costs insofar as not
otherwise agreed.
4.2 Packaging costs will be charged as customary for the industry.
4.3 Should the market or other conditions or economic, technical or legal bases for the
production of the contractual product change significantly during the term of the
contract, the contractual partners will immediately enter into negotiations in order to find
a corresponding contract adjustment if the Seller has requested the customer to do so
at least in text form. If no agreement is reached between the parties within a period of
four weeks, §§ 315, 316 BGB shall apply with regard to the determination of the prices.
The regulation of Art. 55 of the United Nations Convention of April 11, 1980 on the
international sale of goods (UN Sales Convention/CISG) explicitly does not apply in this
context.

5. Acceptance
5.1 The scope and conditions for a contractually agreed acceptance of the goods which
are to be delivered are to be stipulated in writing upon conclusion of the contract.
5.2 The acceptance has to be carried out at the orderer’s costs immediately, however by
no later than within two weeks after the reported readiness for acceptance in the plant
in Gottmadingen. The goods shall be deemed as accepted if the orderer does not carry
out the acceptance in time or carries it out incompletely. In this case the Seller is
entitled, at its choice, to send the goods to the orderer or to store these at the orderer’s
costs and risk.
5.3 The orderer may only refuse the acceptance with the existence of a substantial defect.

6. Delivery deadlines, non-availability of the service and default
6.1 Periods and dates for deliveries and services promised by the Seller are only
approximate unless a fixed period or date has been explicitly promised or agreed.
6.2 A delivery deadline promised binding shall begin on the day upon which the Seller’s
order confirmation is dispatched, by no earlier however than at the time, at which all
details of the execution of the order that are to be clarified with the orderer have been
clarified and all other obligations that are to be fulfilled by the orderer have been fulfilled.
6.3 An agreed delivery date will be postponed accordingly if the orderer does not provide
the obligations that are to be satisfied by it at the agreed time. The rights of the Seller
owing to default of the orderer shall remain unaffected.
6.4 The delivery deadline shall have been adhered to if the goods have left the plant or the
readiness for shipment of the goods has been reported before it expires.
6.5 The Seller is not liable for the impossibility of delivery or for delays in delivery if these
are caused by force majeure or other events that were not foreseeable at the time the
contract was concluded (e.g. operational disruptions of all kinds, difficulties in procuring
materials or energy, transport delays, strikes, lawful lockouts, lack of workers, energy
or raw materials, difficulties in obtaining the necessary official permits, pandemics or
epidemics, official measures or the lack of, incorrect or late delivery by suppliers despite
a congruent hedging transaction concluded by the Seller) for which the Seller does not
have any responsibility. If such events make the delivery or service significantly more
difficult or impossible for the Seller and the hindrance is not only of a temporary nature,
the Seller is entitled to withdraw from the contract. In the case of hindrances of a
temporary duration, the delivery or service deadlines are extended or the delivery or
service dates are postponed by the period of the hindrance plus a reasonable start-up
period. If as a result of the delay the customer cannot be expected to accept the delivery
or service, he can withdraw from the contract by means of an immediate written
declaration to the Seller.
6.6 If the orderer is in default with the acceptance or in case of agreed delivery with the
acceptance of the goods or if the shipment is delayed at the orderer’s request, then it
shall be charged the costs incurred by the storage beginning one month after the report
of the readiness for shipment or acceptance or after a futile delivery, in case of storage
in the Seller’s plant at least however 0.15% of the order value of the stored delivery net
for each started week as flat rate damages; the contractual parties reserve the right to
prove higher or lower actual damages.
The Seller is, however, entitled to cancel the contract after the fruitless expiry of a
reasonable deadline set by it. The right to assert a further claim for damages remains
reserved.
6.7 If the Seller is in default with the delivery as a result of simple negligence, the liability
of the Seller for the damages owing to the delay in delivery is limited for each full week
of the delay to 0.75% of the order value net, a maximum however to 5% of the order
value net. If the orderer asserts damages in the stated cases instead of the delivery,
this claim for damages is limited with respect to the amount to 20% of the order value
net. The limitations to liability according to Sentences 1 and 2 above shall not apply in
case of default as a result of wilful intent or gross fault, further not with an injury to life,
the body or the health as well as in case of a fixed date transaction, i.e. with a business
transaction, with which the business should stand or fall with the adherence to the firmly
determined time of service.
6.8 In any case, a claim for damages of the orderer owing to delayed delivery presumes
that the orderer has set us a reasonable final deadline and we have not delivered within
this deadline.
6.9 The statutory rights of the orderer shall incidentally remain unaffected; however the
Seller will only be liable if it is responsible for the delay and only within the framework
of Subclause 12 of these Export-LZB below. It shall in particular not be responsible for
the late self-delivery by its component suppliers.

7. Material provisions by the orderer
7.1 Insofar as the orderer supplies material for the creation of the goods, it undertakes to
supply an impeccable material quality for the processing method chosen by the Seller.
7.2 Substantial rework, interruptions to production or other special work caused by a faulty
quality of the material supplied by the orderer or a faulty delivery condition, as well as
by faults in production documents or data made available by the orderer shall entitle
the Seller to a subsequent claim according to required work. Insofar as delays are
incurred through such rework, interruption to production and other special work, an
agreed binding delivery date shall be postponed by the period of the delay.
7.3 Delivered quantities with material provisions: In order to compensate for offcuts
and unavoidable losses with machine processing, a quantity surcharge (excess
delivery) must be taken into consideration with all material positions in order to be able
to complete the planned quantity of the assembly groups in the end. For material
provisions this means that the following excess deliveries are necessary with small
material per article type: With belted goods – at least 5 pieces per belt section and all
other delivery forms 5% – at least 5 pieces. In case of larger parts with a high material
value, the necessary excess delivery is at least 1 piece per type. If a shortfall is
delivered of the stated quantities we reserve the right to make a residual delivery of
incomplete end products, which shall be settled minus the processing costs for the
missing parts.

8. Delivery and passing of risk
8.1 EXW (Incoterms 2020) from the Seller’s plant in Gottmadingen shall apply to the
delivery and passing of risk.
8.2 If the goods are ready for shipment and if the shipment or pick-up are delayed for
reasons for which the Seller is not responsible, then the risk shall pass to the orderer
with the receipt of the notification that the goods are ready for shipment.
8.3 Insofar as an acceptance has been agreed, the risk shall pass to the orderer with the
acceptance in line with Subclause 5.2.

9. Terms of payment
9.1 The orderer has to examine all invoices immediately after receipt for their accuracy and
completeness. Objections to invoices are to be filed in writing within one month after
the receipt. The omission of timely objections shall be deemed as an approval of the
invoice.
9.2 Invoices are payable within 10 days net respectively from the date of the invoice. Cash
discount will only be granted after an individual agreement. The respective receipt of
the credit on the account stated for the payment in the invoice determines the
punctuality of the orderer’s payment. All additional costs incurred owing to the choice
of the means of payment are to be borne by the orderer.
9.3 We are entitled to initially offset payments of the orderer against its older debt.
9.4 In case the term of payment is exceeded, the Seller can, subject to other rights, invoice
interest on default at least in the amount of 9% points above the base lending rate of
the European Central Bank. The right is reserved to assert damages beyond this.
9.5 The offsetting or crediting by the orderer is only possible against counter-claims, which
have been determined final and binding, are undisputed or have been recognised or
are based on the same legal relationship.
9.6 The orderer is only authorized to retain payments to the extent that its counter-claim is
based on the same legal relationship.

10. Obligation for inspection and to report a complaint
10.1 After the arrival of the goods at the place of destination, the orderer has to properly
inspect these or have these inspected immediately.
10.2 The Seller’s liability for the goods in breach of the contract shall cease to apply without
the orderer accordingly being able to refer to an excuse if the orderer does not report
this breach of the contract to the Seller in writing by no later than after the expiry of 7
workdays (Saturday shall not be deemed as a workday) after it has determined this, or
should have determined this and hereby gives a precise description of the type of
breach of contract. The written report of defects of the orderer must have been sent by
the orderer within the afore-mentioned deadline; it is in addition necessary that the
report of defects sent to the Seller within the deadline has also actually been received.;
10.3 If a breach of the contract of the goods cannot be determined after a report of a defect
by the orderer, the orderer has to reimburse the Seller the costs incurred in connection
with examining the goods.
10.4 In case of an agreed acceptance according to Subclause 5.1, the report of defects is
excluded, which could have been determined with the agreed type of acceptance.
10.5 In any case, the orderer shall lose the right to refer to the breach of contract of the
goods if it does not report this by no later than within 12 months after the goods have
actually been handed over to it unless the Seller has granted it a longer guarantee
deadline.

11. Goods in breach of the contract
11.1 Goods for which a complaint was made are to be stored properly and kept for our
disposal.
11.2 The Seller is to be given the opportunity to examine the goods for which a complaint
was made.
11.3 If the breach of contract of the goods which was reported within the deadline is proven,
the Seller is also entitled after the expiry of the agreed delivery time to initially, at its
choice, carry out subsequent improvement or substitute delivery step-by-step against
return of the goods for which a complaint was made.
11.4 If the orderer has set us a reasonable final deadline for the subsequent improvement
or substitute delivery and the subsequent improvement or substitute delivery has not
been carried out within this deadline or is refused by us, then it is entitled to reduce the
purchase price or to request the revocation of the contract according to the statutory
regulations. The reduction of the purchase price is limited with respect to the amount
to the damages suffered by the customer.
11.5 Substitute delivery or subsequent improvement will not lead to the fact that the deadline
will begin to apply again according to Subclause 10.5.

12. Liability
12.1 The Seller shall be liable to an unlimited extent for damages resulting from the injury to
life, the body or the health, which are due to a wilful or negligent breach of obligation
by the Seller or to a wilful or negligent breach of obligation of its legal representative or
vicarious agents, and in case of liability irrespective of fault as stipulated by law, in
particular according to the Product Liability Act and in the event of the guarantee
liability.
12.2 The Seller shall be liable according to the principles of the product liability law and with
the assumption of a special guarantee.
12.3 Incidentally, the Seller will only be liable in case of wilful or negligent breach of a
substantial contractual obligation only for the direct damages, which were foreseeable
at the time when the contract was concluded. A substantial contractual obligation is
such an obligation which makes the proper fulfilment of the contract concluded with the
orderer possible at all and which the orderer relied upon and should be able to rely
upon and the culpable non-fulfilment of which endangers the achievement of the
purpose of the contract.
12.4 In all other cases, in particular for indirect damages and follow-up damages (including
the missed profits, loss of goodwill, damages due to business interruption as well as
fruitless expenses), the Seller’s liability is excluded unless the Orderer explicitly pointed
out this possibility for damages to the Seller before conclusion of the contract in line
with Subclause 2.5.
12.5 Insofar as the liability of the Seller is excluded or limited, this shall also apply to its
employees, representatives and vicarious agents.

13. Infringement of property rights of third parties
13.1 Notwithstanding Subclause 0 exclusively this Subclause 13 will apply with the
infringement of property rights of third parties through the delivered goods.
13.2 If the use of the delivered goods leads to the infringement of industrial property rights
or copyrights in the domestic country and the EU countries, the Seller shall principally
procure the right to the further use for the orderer at its costs or modify the goods in a
manner that is deemed reasonable for the orderer to the extent that the infringement of
property rights no longer exists.
13.3 If this is not possible at financially reasonable conditions or within a reasonable
deadline, both the orderer as well as the Seller are entitled to revoke the contract.
13.4 In addition, the Seller shall indemnify the orderer from undisputed claims or claims
which have been determined final and binding of the property right holders concerned.
13.5 The afore-mentioned claims shall only exist if
a) the orderer informs the Seller immediately of asserted infringements of property
rights or copyrights,
b) the orderer supports the Seller to a reasonable extent with the defence of the
asserted claims, or makes it possible for the Seller to carry out the modification
measures,
c) the Seller reserves the right to carry out all defence measures including out-of-court
regulations,
d) the defects of title are not due to an explicit instruction of the orderer and
e) the infringement of rights was not caused by the fact that the orderer has
autonomously changed the goods or used these in a manner which is not as per
contract.
13.6 The obligations of the Seller stated in this Subclause 13 are conclusive for the event of
the infringement of property right or copyright.
13.7 In case of the delivery of goods, which we produce according to drawings, models or
other details of the orderer, we will not be liable for the infringement of third party
property rights. The orderer has to indemnify us from claims of third parties.

14. Reservation of title
14.1 Until the full payment of all current and future claims of the Seller from the purchase
contact and an ongoing business relationship (secured claims), it shall reserve the
property to the sold goods if its purchase price claim is not secured by other means
(e.g. letter of credit).
14.2 The Seller undertakes to release the securities to which it is entitled according to the
afore-mentioned terms and conditions at its own choice at the orderer’s request, insofar
as the realisable value of the securities exceeds the Seller’s claims which are to be
secured by more than 10%.
14.3 In case of attachment, seizure or similar measures as well as in the case of the damage
and/or loss of the delivered goods the orderer has to inform the Seller immediately; a
breach of this obligation as well as other conduct of the buyer in breach of the contract,
in particular the non-payment of the due purchase price, shall entitle the Seller to revoke
the contract. The orderer shall bear all costs, which would in particular have to be spent
within the framework of a third party objection action for the successful revocation of
an attachment and if applicable for a successful replacement of the delivered objects,
insofar as they cannot be collected by third parties.
14.4 If the Seller has effectively revoked the contract it is entitled to take the reserved goods
back if the taking back of the goods was threatened with a reasonable period of notice.
The costs incurred by the exercising of the right to take the goods back, in particular
for the transport, shall be borne by the orderer. The Seller is entitled to sell the reserved
goods which are taken back and to satisfy its claims from their proceeds insofar as the
sale was threatened in advance with a reasonable period of notice. Should the
proceeds exceed the outstanding claims from the contractual relationship, this excess
amount will be handed over to the orderer.
14.5 If a reservation of title according to Subclause 14.1 is not recognised according to the
law of the location, at which the reserved goods are situated, the orderer is obliged to
grant the Seller another corresponding means of security and carry out the acts which
are necessary for this purpose.

15. Place of performance, applicable law and place of jurisdiction
15.1 The place of performance for the delivery and payment is the registered seat of the
Seller (Gottmadingen).
15.2 The Convention of the United Nations of 11 April 1980 concerning the International
Sale of Goods (UN Convention on Contracts for the International Sale of Goods/CISG)
in the English language version shall apply to the legal relationship with the orderer; if
the orderer provides a substantial share of the materials, the UN Convention on
Contracts for the International Sale of Goods shall also apply accordingly to the
deliveries of the orderer as well as the delivery of the finished product by the Seller.
Questions of law, which have not been regulated in this Convention or which cannot be
decided according to its principles, are subject to German law.
15.3 The exclusive place of jurisdiction for all disputes in connection with the contract is the
registered seat of the Seller in Gottmadingen. The Seller can however also assert
claims in the statutory place of jurisdiction of the orderer.

Horn GmbH
Gewerbestraße 14
D-78244 Gottmadingen
phone +49 (0)7731 7803-0
fax +49 (0)7731 7803-93
e-mail: info@horngmbh.com
Register Court: Freiburg County Court
Register number: HRB 54 0352