KSB SE & Co. KGaA

General Terms and Conditions of Sale

Edition: August 2024

Scope: The following Terms and Conditions of Sale ("Terms") shall

apply to transactions with persons acting within the scope of their

responsibilities connected with their business activities or their selfemployment (entrepreneurs), as well as transactions with legal persons under public law and public special-purpose funds.

1 Scope of Supply

1.1

The Seller's quotations shall not be binding offers unless they are

specifically said to be binding.

1.2

The scope of goods to be supplied or services to be rendered shall

be determined exclusively on the basis of the written order

confirmation of the Seller or, failing that, on the basis of the Seller's

written quotation. Any additional or subsidiary agreements shall also

be made in writing.

All deliveries and services shall be effected on the basis of these

Terms to the exclusion of any other terms and conditions. Any

references by the Buyer to its own Terms and Conditions of

Purchase are herewith expressly excluded. These Terms shall also

apply to all future business with the Seller, even if this is not

expressly agreed upon again. Any variations to these Terms shall

be subject to express written confirmation by the Seller.

1.3

Data included in product catalogues, price lists, drawings, dimension

and weight tables shall not be binding on the Seller unless specific

reference is made to them by the Seller. Product details of this kind

shall only serve information purposes and shall not be deemed to

constitute guaranteed data.

1.4

The Seller reserves all intellectual and/or industrial property rights

and copyrights in respect of all technical and commercial

documentation provided by the Seller, such as plans, samples,

drawings, cost estimates and similar information of a tangible or intangible nature – also in electronic format. These shall not be disclosed to any third party without prior written permission of the Seller

and shall be returned to the Seller immediately if requested by the

Seller, which the Seller may do at any time. The Seller shall not be

obliged to provide shop drawings for the goods, for the services or

for spare parts.

1.5

Unless agreed otherwise, contractually agreed acceptance tests

shall be performed at the place of manufacture and in accordance

with the common practices of the industry concerned in the country

of manufacture, with the Seller only bearing its own costs. The costs

incurred by the Buyer, for example for witnessing the tests, shall be

for the Buyer's account. Unless otherwise agreed, acceptance

testing shall be done in accordance with the provisions laid down in

DIN 1944/III or DIN ISO 9906 as applicable.

2 Delivery Time, Delay in Delivery and Force

Majeure

2.1

All delivery times agreed upon shall be counted from the date of the

written order confirmation from the Seller, but not until all commercial

and technical issues have been settled by the contracting parties, all

documents, materials, licences, permits, authorizations, approvals,

releases and securities to be procured by the Buyer have been produced by the Buyer, and Seller is in receipt of the agreed down-payment from the Buyer. If this is not the case, the delivery time shall be

extended by a reasonable amount of time unless the Seller is responsible for the delay.

2.2

Compliance with the agreed delivery time is subject to the proviso

that the Seller itself is supplied with correct goods and on time. The

Seller shall inform the Buyer as soon possible about any anticipated

delay in delivery.

2.3

Delivery times shall be deemed to have been met when the acts to

be effected by the Seller in accordance with the contractually agreed

trade terms have been completed. If acceptance of the goods or

services by the Buyer has been agreed upon, the date of acceptance

shall be decisive – justified refusal to accept the goods or services

excepted – or, failing this, the notification of readiness for

acceptance.

2.4

If shipping and/or acceptance of the contractual goods or services

are delayed for reasons within the control of the Buyer, the Seller

shall have the right to charge the costs incurred because of the delay

to the Buyer within one month from the date of the notification of

readiness for shipment.

2.5

Delivery times shall be reasonably extended if delivery is delayed for

reasons of force majeure, labour disputes or any other events or

circumstances beyond the reasonable control of the Seller. If the

events delaying the delivery persist for more than three months, the

Buyer and the Seller, each of them individually shall have the right

to withdraw from the contract. The Seller shall not be liable to the

Buyer for damages as a result of the Seller's or the Buyer's

withdrawal from the contract.

2.6

If it becomes definitely impossible for the Seller to perform its

obligations under the contract in full before passing of the risk or in

the event that a comparable inability to perform arises, the Buyer

shall have the right to withdraw from the contract without granting an

additional period for performance. The same shall apply if, in the

case of an order for several equally important parts, performance of

part of the delivery becomes impossible and if the Buyer has a

justified interest in rejecting a partial delivery. If this is not the case,

the Buyer shall pay the contract price attributable to the partial

delivery. In other respects, clause 7.2 of these Terms shall apply.

If the impossibility or the inability to perform arises during a delay in

acceptance by the Buyer, or if the Buyer is solely or mainly

responsible for these circumstances, then the Buyer shall remain

under the obligation to give consideration.

2.7

If the Buyer suffers a loss due to a delay in delivery for reasons within

the Seller's control, the Buyer shall have the right to claim liquidated

damages in the amount of 0.5 % per full week of delay, but not

exceeding 5 % of the value of that part of the total scope of supply

which cannot be used on time or not in accordance with the contract

as a result of the delay.

If after expiry of the agreed delivery period the Buyer grants the

Seller an additional period of reasonable length for performance,

unless the granting of such an additional period is not required by

law, and if the Seller does not perform within the additional period

granted, the Buyer shall have the right to withdraw from the contract

as provided by applicable law.

All further claims based on delayed delivery shall be determined

exclusively on the basis of the provisions laid down in clause 7.2 of

these Terms.

3 Passing of Risk and Acceptance

3.1

The goods or services shall be supplied in accordance with the trade

terms laid down in the individual contract, whose interpretation shall

be subject to the INCOTERMS edition applicable at the time the

contract was concluded.

3.2

If the contract provides for the goods or services to be accepted, and

if it has been agreed that such acceptance is conditional for the

passing of risk, then acceptance shall be effected on the date of

acceptance without delay, or, failing this, immediately following the

Seller's notification of readiness for shipment. A minor defect shall

not entitle the Buyer to refuse acceptance of the goods or services.

General Terms and Conditions of Sale

3.3

In the event that shipment and/or acceptance are delayed or are not

effected at all for reasons beyond the Seller's sphere of

responsibility, the risk shall be deemed to have passed to the Buyer

on the date of the Seller's notification of readiness for shipment.

Upon the Seller's request, the Buyer shall provide for the necessary

insurance cover.

3.4

Partial deliveries shall be permitted unless they constitute an undue

burden on the Buyer.

4 Prices and Payment, Collateral, Set-off and Right

to Refuse Performance

4.1

Unless otherwise agreed, prices shall be understood to be EXW (Incoterms 2010), including loading, but without packaging. Prices are

subject to VAT in the amount valid at the time of invoicing.

4.2

Unless otherwise agreed, payments shall be transferred to the

Seller's account without deduction as follows:

Down-payment 1/3 upon receipt of order confirmation, 1/3 upon

receipt of notification of readiness for shipment, and the remainder

within thirty (30) days from the passing of risk.

Whatever the means of payment used, payment shall not be

deemed to have been effected before the Seller's account has been

fully and irrevocably credited.

4.3

If the Seller has well-founded doubts about the Buyer's solvency,

particularly if the latter is behind with its payments, the Seller shall

have the right to demand that the Buyer make advance payments or

provide collateral for future deliveries, or to revoke the payment

terms agreed upon earlier, without prejudice to further claims.

4.4

The practice of setting off claims or exercising the right to refuse

performance by the Buyer shall only be accepted if and to the extent

that undisputed or legally effective counterclaims confirmed by a final and absolute judgement exist.

5 Retention of Title

5.1

To the extent that such retention of title is valid under the applicable

law the property in the goods shall not pass from the Seller until all

contractual payments have been received in full. The Buyer shall at

the request of the Seller assist him in taking any measures

necessary to protect the Seller's title to the goods in the country

concerned.

5.2

The Buyer shall not be entitled to sell, pledge or in any way charge

by way of security for any indebtedness any of the goods supplied.

In the event of attachment or garnishment orders, confiscation of

property or other administration orders in favour of third parties, the

Buyer shall notify the Seller without delay.

5.3

If the Buyer is in breach of contract, particularly in the event of default

in payment, the Seller shall be entitled to repossess the goods

supplied after having submitted an appropriate reminder to the

Buyer, and the Buyer shall be under the obligation to return the

goods to the Seller.

5.4

The Seller can only demand that the Buyer returns the goods supplied on the grounds of retention of title after having withdrawn from

the contract.

5.5

The filing of a petition to open insolvency proceedings by the Buyer

shall entitle the Seller to withdraw from the contract and to demand

the immediate return of the goods supplied.

6 Claims in Respect of Defects

The Seller's warranty for defects in workmanship and material as

well as defects in title in the goods supplied shall – to the exclusion

of all further claims – cover the following, subject to the provision laid

down in clause 7 of these Terms:

6.1

Defects in Workmanship and Material

6.1.1

The Seller shall repair or replace any defective goods free of charge,

on the understanding that the decision whether to eliminate a defect

by means of repair or replacement shall be left to the Seller's sole

discretion. However, this provision shall apply only on condition that

the Buyer immediately notifies the Seller in writing of any defect and

shall be limited to defects due to circumstances prior to the passing

of risk.

The property in goods or parts that have been replaced shall pass

to the Seller, unless such goods or parts need to be disposed of

separately due to, e.g., chemical, biological or nuclear contamination. In such cases, the Buyer shall be responsible for their proper

disposal at its own expense.

6.1.2

The direct costs of the substitute article incurred within the scope of

repair or replacement, including shipment, labour and material costs

shall be for the Seller's account with the proviso that the Buyer's

complaint proves to be justified. However, the Seller shall not bear

any other costs, e. g. any dismantling and re-assembly costs

regarding equipment other than the defective goods, costs incurred

for any deployment of service personnel and assistant labour that

may be required, including travel expenses. Costs incurred solely

because of the fact that the place of use of the shipment is not the

same as the contractually agreed destination and such deviation is

not in accordance with the designated (typical) use of the goods

supplied, are in each case for the Buyer's account.

6.1.3

The Seller shall not be liable under the above warranty, if the Buyer

fails to grant the Seller a reasonable period of time and opportunity

to carry out the necessary repair or arrange for replacement and

carries these out itself or has them carried out by a third party. Only

in urgent cases if the operational safety of the equipment is at risk

or in order to prevent unacceptably grave damage, in which cases

the Seller is to be notified immediately, or if the Seller is in default

with respect to remedying a defect, shall the Buyer have the right to

remedy the defect or have it remedied by a third party, and to

demand reimbursement of the relevant costs incurred by him from

the Seller.

6.1.4

The Seller shall not be liable for any defects caused by operating

conditions other than those contractually agreed, unsuitable or

improper use or storage, faulty installation or commissioning by the

Buyer or any third party, fair wear and tear, improper or negligent

treatment, inappropriate maintenance, unsuitable equipment,

defective civil works or unsuitable construction ground, chemical,

electrochemical or electrical influences, unless these can be

attributed to a fault of the Seller. The Seller shall only be liable for

defects in materials provided by the Buyer if the Seller, in the exercise of due care, should have recognized any such defect. Planning

services shall only be provided on the basis of data furnished by the

Buyer in writing. The Buyer shall be responsible for the correctness

of the data it furnishes. The Seller shall only be liable for defects due

to data furnished by the Buyer if the Seller, in the exercise of due

care, should have recognised any such defect. For manufacture as

per Buyer's drawing, the Seller's liability shall be limited to the work

performed in accordance with such drawing.

6.1.5

As provided by applicable law, the Buyer shall have the right to

withdraw from the contract if the Seller – considering the legal

exceptions – fails to take action within a reasonable period of time

granted by the Buyer for repair or replacement on account of a defect

in workmanship or material. If a defect is regarded minor in nature,

the Buyer shall only be entitled to a reduction of the contractual

purchase price. Apart from this exception, the right to a reduction of

the contractual purchase price shall be excluded.

All further claims shall be determined exclusively on the basis of the

provisions in clause 7.2 of these Terms.

General Terms and Conditions of Sale

6.1.6

If any repair carried out by the Buyer or by a third party is done

improperly, the Seller shall not be liable for any consequences

thereof. The Seller shall not be liable either for any changes to the

goods supplied made without its prior consent.

6.2

Defects in Title

6.2.1

If the goods supplied cannot be put to use without infringement of a

German industrial or intellectual property right or copyright, the

Seller shall, at its own expense and to its sole discretion, either

procure the basic right to the continued use of the goods by the

Buyer or modify the goods in such manner as can reasonably be

expected from him to enable the Buyer to use the goods without

infringement of an industrial or intellectual property right.

If this is not possible under economically reasonable conditions or

within a reasonable period of time, the Buyer and Seller shall be

equally entitled to withdraw from the contract.

The Seller shall also indemnify and hold the Buyer harmless from

and against any and all undisputed or legally enforceable claims of

the owner of the industrial or intellectual property right concerned.

6.2.2

The above obligations on the part of the Seller shall only exist on the

proviso that the Buyer notifies the Seller immediately of any claim

made on account of an alleged infringement of industrial or

intellectual property rights or copyrights and if the Buyer gives the

Seller all reasonable assistance in defending its case and/or enables

the Seller to carry out the modification measures as per clause 6.2.1

hereunder, with the reservation that the Seller can take any

protective action the Seller deems necessary, including a settlement

out of court, provided the defect of title is not based on an instruction

given by the Buyer, and the infringement of the said right(s) was not

caused by the Buyer having made unauthorized changes to the

goods supplied or having used the goods in a manner not compliant

with the contract.

6.2.3

The Buyer shall assume sole responsibility for all materials it shall

provide, such as drawings, calibres, samples or the like. The Buyer

shall be responsible for ensuring that the design drawings it provides

do not infringe any third-party intellectual property rights. The Seller

shall not be liable towards the Buyer for checking whether the submission of offers pursuant to a design provided to the Seller will infringe any third-party intellectual property rights. Should the Seller,

nonetheless, be held liable owing to facts substantiating the claim,

the Buyer shall hold harmless the Seller from any such liability.

7 Liability

7.1

If the goods supplied cannot be put to the contractual use by the

Buyer due to a fault of the Seller and if this is caused by the failure

to perform or the improper performance of any recommendations or

advice given before or after conclusion of the contract or by the

violation of any other collateral obligation under the contract – in

particular instructions on the proper operation and maintenance of

the goods supplied –, then the provisions of clauses 6 and 7.2 shall

apply accordingly, to the exclusion of all further claims.

7.2

The Seller shall only be liable – on whatever legal grounds – for

damage other than that found to affect the goods supplied hereunder

themselves, if the damage has been caused by intent or gross negligence on the part of the owner / its executive bodies or senior managers, in the case of negligent injury to life, body or health, in the

case of defects concealed fraudulently or the absence of which the

Seller has expressly warranted, and, if the goods supplied are found

to be defective, to the extent the Seller is liable for personal injury or

damage to property for private use under the Product Liability Act

(“Produkthaftungsgesetz”).

In these General Terms and Conditions of Sale gross negligence

shall mean an act or omission implying either a failure to pay due

regard to serious consequences, which a conscientious Seller would

normally foresee as likely to ensue, or a deliberate disregard of the

consequences of such act or omission.

In the case of a negligent breach of one of its essential contractual

obligations, i.e. of a condition which goes to the root of the contract

(“Wesentliche Vertragspflichten”), the Seller shall also be liable for

gross negligence by its employees in non-managerial functions and

for minor negligence, the latter being limited to reasonably foreseeable damage of the kind which is intrinsic to the contract.

Any and all further claims shall be excluded.

8 Warranty Term and Limitation

All claims of the Buyer – on whatever legal grounds – shall be barred

by the statute of limitations after 12 months. Claims for damages

according to clause 7.2, paragraph 2, shall be subject to the periods

of time provided by law. These periods shall also apply to defects in

civil structures or to goods supplied which are incorporated in a civil

structure in accordance with their common usage and have caused

the defect in the civil structure concerned.

9 Compliance and Export Controls

9.1

As laid down in its Code of Conduct, the Seller and its employees

are committed to professional and honest behaviour, which includes

compliance with legal requirements and ethical standards, the Seller

expects similar behaviour from the Buyer and other business

partners. In the event of violations of statutory provisions by the

Buyer, especially those involving corrupt or fraudulent acts, the

Seller shall be entitled to terminate the contract immediately and

without notice. The right to claim damages is reserved by the Seller.

9.2

The Buyer agrees to comply with the relevant statutory regulations

for dealing with employees, environmental protection and

occupational health and safety, and when carrying out its activities

to continuously reduce the adverse effects on human health and the

environment.

9.3

The Buyer agrees to comply with all applicable export control regulations and embargoes. The Buyer shall immediately inform the

Seller if the goods supplied are to be delivered for end use to a country or a natural person subject to export restrictions or embargoes.

The same shall apply when such fact becomes known to the Buyer

at a later date. The Buyer shall be responsible for obtaining any required export licence unless the Seller has expressly agreed to do

so. All deliveries shall, in any case, be made only after the required

licence has been issued; all delivery dates will be adjusted accordingly. If any required licence is not issued within a suitable period of

time, both Parties shall be entitled to terminate the contract.

9.4

If KSB delivers ship supplies (goods for equipment, operation,

maintenance or repair on ships), and the Buyer as well as the recipient of the goods are located in the EU, the Buyer resp. its freight

forwarder as exporter is responsible for the required export declaration. KSB will only do the export declaration, if this was expressly

agreed in writing during conclusion of the contract, latest upon order

confirmation.

10 Use of Software

10.1

The Seller shall grant to the Buyer a non-exclusive right to use any

software as well as any associated documentation as may be

included in the scope of supply. The software shall only be used in

or with the goods supplied for which it is intended according to the

Seller's specification. Any other uses shall not be permitted.

10.2

The Buyer shall only be entitled to copy, revise, translate or convert

the software to the source code to the extent authorized by law, §§

69a et. seq. Copyright Act (“Urheberrechtsgesetz”). The Buyer shall

neither remove nor change any supplier data, in particular copyright

notices, without the express prior consent of the Seller.

10.3

The Seller reserves all other rights to the software and associated

documentation, including any copies. The Buyer shall not be entitled

to grant sub-licences.

General Terms and Conditions of Sale

11 Applicable Law and Place of Jurisdiction

11.1

All legal relations between the Seller and a Buyer shall be subject to

the substantive laws of the Federal Republic of Germany upon

exclusion of conflict of law principles and upon exclusion of the

United Nations Convention on Contracts for the International Sale of

Goods (CISG) of April 11, 1980.

11.2

The place of jurisdiction shall be the court having jurisdiction at the

seat of the Seller's corporation, or – at the Seller's option – the

Buyer's place of jurisdiction.

KSB SE & Co. KGaA, Frankenthal

67227 Frankenthal / Pfalz

German