TERMS AND CONDITIONS

1. Scope, form

1.1 All goods, services and offers supplied by

CM AQUATECHNIK UG

(CM AQUA) are subject solely to

these terms and conditions of supply and payment

(TCSPs). These terms and conditions will be deemed to

have been accepted at the latest when the customer

takes receipt of the goods or services. These TCSPs

apply in particular to contracts for the sale and/or

supply of movable items irrespective of whether CM AQUA

produces the good itself or purchases it from other

suppliers (secs. 433, 650 German Civil Code

(Bürgerliches Gesetzbuch)). These TCSPs are a frame

agreement for all future business relations between

CM AQUA and the customer even if this is not subsequently

expressly agreed.

1.2 These TCSPs apply to the exclusion of any other

standard terms and conditions. Standard terms and

conditions of business or purchase of the customer

which differ from, conflict with or supplement CM AQUA's

own will only become a constituent part of the contract

in as far as CM AQUA has expressly consented. This consent

requirement applies in all cases, including, for example,

where CM AQUA supplies to the customer without reserve

despite being aware of the customer's standard terms

and conditions of business.

1.3 CM AQUA employees are not authorised to enter into

ancillary agreements or to make commitments on

CM AQUA's behalf unless they are authorised to represent

CM AQUA accordingly by act of law.

1.4 Individual agreements entered into with the

customer in an individual case (including ancillary

agreements, additions and amendments) will always

take precedence over these TCSPs. Unless evidence is

provided to the contrary, the content of such

agreements must be set out in a written contract or

confirmed by CM AQUA in writing.

1.5 Any statements or notifications from the customer

regarding the contract which are of legal relevance

(such as deadlines, notification of defects, withdrawal

or reduction of price) must be made in writing, i.e. in

written form (with an original signature) or text form

(e.g. email, fax). This has no effect on statutory

requirements regarding form and other evidence,

particularly where there is doubt as to whether the

person making the declaration is authorised to do so.

1.6 Information on the applicability of statutory

provisions is provided for clarification purposes only.

Thus, even in the absence of such clarification,

statutory provisions apply unless they are directly

amended or expressly disapplied in these TCSPs

2. Offer, conclusion of contract

2.1 CM AQUA's offers are subject to confirmation and nonbinding.

This applies even if CM AQUA has provided the

customer with catalogues, technical documentation

(e.g. drawings, plans, calculations, references to DIN

standards), other product descriptions or documents –

including in electronic formats. The documents

associated with the order such as illustrations,

drawings, sizes and dimensions are only approximate

and are not binding unless they are expressly

designated as binding.

2.2 The scope of supply and the item to be supplied will

be as set out in the order confirmation – if available -

and as described in CM AQUA's service and product

descriptions in as far as these form part of the

contractual agreement.

2.3 CM AQUA reserves the right to make modifications to

the design or form during the delivery period owing to

technological advances and statutory requirements.

2.4 Once the customer places an order for the goods

this constitutes a binding offer to enter into a contract.

The content and scope of the contract will be as set out

in CM AQUA's written confirmation of order. Declarations

of acceptance and all orders are valid in law only when

they have been confirmed in CM AQUA's written

confirmation of order. A contract has not been entered

into until the written confirmation of order

(acceptance) has been issued.

3.Copyright, reservation of right to modify

3.1 CM AQUA reserves all title and copyright in

illustrations, drawings, calculations and other

documents. These may not be reproduced or disclosed

to third parties without written consent.

3.2 CM AQUA has the right to make expedient

modifications and improvements to products and

services at any time; however, it is under no obligation

to do so.

4. Prices

4.1 Unless otherwise stated in the confirmation of

order, CM AQUA's prices are net ex works at the time the

contract is concluded. The prices do not include value

added tax, which will be added and indicated

separately on the invoice at the applicable statutory

rate on the date of invoice.

4.2 For contracts involving the carriage of goods to a

place other than the place of performance the

customer will bear the transport costs ex warehouse

and, where requested by the customer, the costs of

transport insurance. Any customs duties, charges,

taxes and other public charges will be borne by the

customer.

4.3 A processing charge of EUR 20.00 (plus value added

tax at the applicable statutory rate) will be applied to

orders for goods with a net value of less than

EUR 50.00.

5. Delivery period, delay in delivery

5.1 The delivery period will be agreed individually or

stated by CM AQUA in its acceptance of the order. It will

begin on the date on which the order confirmation is

sent, but not before all documents to be provided by

the customer have been made available or before all

technical issues have been clarified. Delivery dates or

delivery periods, which may be binding or non-binding,

must meet written-form requirements.

5.2 If CM AQUA is unable to meet binding delivery

periods/dates for reasons outside its control

(unavailability of performance), CM AQUA will notify the

customer without undue delay, simultaneously

advising the new probable delivery time/date. If

performance is not possible by the new delivery date,

CM AQUA may withdraw from the contract in whole or in

part; CM AQUA will refund any consideration already

rendered by the customer without undue delay. An

example of unavailability of performance within the

meaning of this contract would in particular be where

CM AQUA were not supplied in a timely manner by a

supplier, if CM AQUA entered into a congruent covering

transaction (kongruentes Deckungsgeschäft), neither

CM AQUA nor its supplier are at fault or CM AQUA, in the

individual case, is not under an obligation to procure.

5.2 CM AQUA will not be liable for delays in supply and

service which are attributable to force majeure or

occurrences which make it substantially more difficult

or impossible for CM AQUA to supply. These include

without limitation strike, lock-out, official orders, etc.

even if they affect CM AQUA's suppliers and even if such

delays in supply and service concern binding delivery

periods and dates. In such cases CM AQUA may postpone

the supply or service by the duration of the

impediment plus a reasonable starting-up period or

may withdraw in whole or in part from the portion of

the contract which has not yet been performed. If the

impediment lasts for more than three months, the

customer may withdraw from the portion of the

contract which has not yet been performed provided

that it has first set a reasonable extension to the

deadline.

If the delivery period is extended or if CM AQUA is released

from its obligation, this will not entitle the customer to

claim compensation.

5.3 The point at which CM AQUA falls into delay with supply

will be as provided for by statute. However, the

customer must issue a reminder. If CM AQUA is in delay

with supply, the customer may demand liquidated

damages for the loss suffered. The liquidated damages

will be 0.5% of the net price per complete calendar

week but no more than 5% of the net price of the goods

affected by the delay. CM AQUA will reserve the right to

prove that the customer has suffered no loss or that

any loss suffered was significantly lower than the

above compensation.

6. Delivery, passage of risk, acceptance, delay in

taking delivery

6.1 Delivery will be ex warehouse, the warehouse also

being the place of performance for the shipment and

any subsequent performance. The goods will be

shipped to a destination other than the place of

performance at the customer’s cost and request (sales

shipment pursuant to sec. 447 German Civil Code

(Bürgerliches Gesetzbuch). Unless otherwise agreed,

CM AQUA may choose the mode of transport (in particular

the carrier, route, packaging) itself.

6.2 If the customer is in default with taking delivery,

CM AQUA may – having previously set a reasonable

extension to the deadline – dispose of the item

supplied and supply it to the customer with a

reasonable extension to the deadline or withdraw from

the contract. If the customer is in delay with taking

delivery or if it breaches other duties to collaborate,

CM AQUA may also demand compensation for any

additional expenses incurred.

6.3 Risk passes to the customer as soon as the

shipment is handed over to the carrier or it has left

warehouse for the purpose of shipment. If shipment is

impossible for reasons for which CM AQUA is not

responsible, risk passes to the customer when the

customer is advised that the goods are ready for

despatch. This will apply in particular if shipment is

deferred at the customer's request after the customer

has been advised that the goods are ready for

despatch, in which case the risk of accidental loss or

accidental damage passes to the customer. In as far as

claims can be asserted against liable third parties

and/or against insurers (insurance policies only at the

customer's request and cost) any claim which the

customer may have against CM AQUA is limited to the

amount due under the claim assigned to the customer.

6.4 Where the parties have stipulated acceptance,

passage of risk will occur on acceptance. In all other

respects, acceptance will be subject to the law

regarding contracts for mixed work and services

(Werkverträge). Handover or acceptance will be

deemed to have been effected if the customer is in

delay in taking receipt of the goods.

6.5 If the customer is in delay with taking receipt of the

goods, or if it fails to cooperate as required or ifs the

shipment is delayed for other reasons within the

customer's sphere of responsibility, CM AQUA has the right

to demand compensation for any resultant loss

including any additional expenses (e.g. storage costs).

For this CM AQUA will charge compensation of EUR 50.00

per calendar day beginning with the delivery period or

– in the absence of a delivery period – beginning on

notification that the goods are ready for despatch. This

has no effect on the right to prove a higher loss on

CM AQUA’s statutory rights (including without limitation

reimbursement of additional expenses, appropriate

compensation, termination); however, this

compensation will be offset against any further

monetary claims. The customer will reserve the right

to prove that CM AQUA has suffered no loss or that any

loss suffered was significantely lower than the above

compensation.

6.6 In all other respects, shipment (including any

returns) will be at the cost and risk of the customer.

This will also apply if the goods are shipped in CM AQUA's

own vehicles.

6.7 CM AQUA may provide the goods and services in

instalments.

7. Terms of payment

7.1 Unless otherwise agreed, CM AQUA's invoices will be

payable immediately and without deductions.

However, CM AQUA reserves the right to perform some or

all of a supply contract against advance payment at any

time even in the context of an ongoing business

relationship, in which case CM AQUA will notify the

customer accordingly in the order confirmation.

Payment by bill of exchange is only possible subject to

express written agreement.

7.2 Even if the customer's provisions state otherwise

CM AQUA may always assign payments to older debts

owed by the customer first. If costs and interest have

already arisen, CM AQUA may use payments made to first

service such costs, then the interest and finally the

principal amount owed. All payments must be made to

CM AQUA head office; no charges may be deducted.

7.3 Payment will only be deemed to have been made

once the amount is credited to one of CM AQUA's

accounts.

7.4 If the customer is in default with payment, CM AQUA

may charge interest as of the date concerned as

follows: 8% above the applicable base interest rate of

the European Central Bank to companies, and 5%

above the applicable base interest rate of the

European Central Bank to consumers.

7.5 If the customer fails to perform its payment

obligations or if CM AQUA becomes aware of other

circumstances which cast doubt on the customer's

creditworthiness, CM AQUA may demand that the entire

balance owed be due. In such an event CM AQUA is also

entitled to demand that the customer pay in advance

or provide security. If the entire outstanding balance is

not paid immediately the customer will forfeit its right

to use the item supplied. CM AQUA may either repossess

the item supplied without waiving its claims until they

have been satisfied or it may withdraw from the

contract. All the costs of repossessing the item

supplied will be borne by the customer. In the event

that CM AQUA withdraws from the contract, the customer

will reimburse CM AQUA for any loss in value as well as

compensation for having used the item supplied.

7.6 If it becomes apparent after the contract has been

concluded (e.g. in the event of an insolvency filing) that

CM AQUA's claim to the purchase price is jeopardised by

the customer's lack of solvency, CM AQUA is entitled to

refuse performance and – if applicable, having set a

deadline – to withdraw from the contract (sec. 321

German Civil Code). In the case of contracts for unique

items (custom-made) CM AQUA may declare withdrawal

from the contract immediately;

this has no effect on the statutory requirements

waiving the setting of a deadline.

7.7 The customer may only offset counterclaims

against claims of CM AQUA if the counterclaims are

undisputed or have been ruled final and absolute in a

court of law.

7.8 The customer may only assert rights of retention

against claims of CM AQUA if the counterclaims are

undisputed or have been ruled final and absolute in a

court of law.

8. Reservation of title

8.1. CM AQUA will reserve title in the goods sold until the

customer has paid all CM AQUA's present and future claims

under the purchase agreement and a current business

relationship (secured claims) in full.

8.2 The customer may not pledge reserved items or

assign them as security to third parties until the

secured claims have been paid in full. The customer

must notify CM AQUA in writing without undue delay if an

application is filed for insolvency or if third parties

exercise claims (e.g. attachment) on goods belonging

to CM AQUA.

8.3 If the customer acts in breach of contract, including

without limitation by failing to pay the purchase price

due, CM AQUA may withdraw from the contract as

provided for by statute and/or demand that the goods

be surrendered on the grounds of reservation of title.

Demand for surrender of the goods is not to be

equated with declaration of withdrawal from contract.

On the contrary, CM AQUA is entitled to demand surrender

of the goods and reserve the right to withdraw from

the contract. If the customer does not pay the due

purchase price, CM AQUA may only assert these rights if it

has previously set the customer a reasonable deadline

for payment without success or if the law does not

require such a deadline to be set.

8.4 Until revocation (see (c) below) the customer is

authorised to resell and/or process the reserved goods

in the normal course of business, in which case the

following provisions will also apply: (a) Reservation of

title will extend to any products generated by

processing, mixing or combining CM AQUA's reserved

goods at their full value, whereby CM AQUA will be

deemed to be the manufacturer. If the goods are

processed, mixed or combined with the goods of third

parties such that the third parties retain title, CM AQUA

will acquire pro rata joint title in proportion to the

invoice value of the processed, mixed or combined

goods. In all other respects, the same will apply to the

product generated as to the goods supplied under

reservation of title. (b) The customer hereby assigns to

CM AQUA by way of security any claims against third

parties arising from the resale of the goods or the

product in full or to the value of any joint title of CM AQUA

pursuant to the preceding paragraph. CM AQUA hereby

accepts such assignment. The customer's obligations

under 8.2 also apply in respect of the assigned claims.

collect the claim.

CM AQUA will not collect the claim as long as the customer

performs its payment obligations to CM AQUA, the

customer's ability to perform is not impaired and

CM AQUA does not assert its reserved title by exercising a

right pursuant to 8.3. If the above criteria are satisfied

CM AQUA may demand that the customer disclose the

assigned claims and the debtors, that it provide all

information required for collection, furnish the

associated documents and notify the debtors (third

parties) of the assignment, in which case CM AQUA may

revoke the customer's right to resell and process the

reserved

goods. (d) If the realizable value of the securities

exceeds CM AQUA’s claims by more than 10 % at the

customer’s request CM AQUA will release securities as it

seems fit.

9. Warranty

9.1 Unless otherwise stated below, the customer's

rights in respect of quality defects and defects in title

(including incorrect or short supply, improper

assembly or deficient assembly instructions) will be

subject to statutory provisions. In all cases this will not

affect the special statutory provisions applying to

unprocessed goods supplied to a consumer, even if the

customer has processed them further (supplier

recourse pursuant to sec. 478 German Civil Code).

Claims to recourse against suppliers are excluded if the

customer or another company has processed the

defective good further, for example by installing it in

another product.

9.2 In as far as the goods supplied to the customer

were not manufactured by CM AQUA itself but bought

from another supplier, CM AQUA will meet its warranty

obligations by assigning its own warranty claims

against its supplier to the customer. The customer

accepts this assignment by way of performance.

Subsidiary warranty claims against CM AQUA which are not

enforceable or fail will be subject to the provisions

below.

9.3 CM AQUA's liability for defects is based primarily on the

agreement regarding the attributes of the goods. The

agreement on the attributes of the goods consists of all

product descriptions and manufacturer's data forming

the subject of the individual contract or information

made publicly known by CM AQUA (in particular in

catalogues or on its website) at the time the contract is

entered into.

9.4 Where such attributes have not been agreed, the

existence of a defect will be judged according to

statutory rules (sec. 434(3) German Civil Code).

However, CM AQUA will not accept liability for public

statements (e.g. advertising claims) of the

manufacturer or other third parties which the

customer has not indicated to CM AQUA as being a crucial

factor in its decision to purchase.

9.5 Statements regarding attributes do not constitute

a guarantee unless this has been expressly set out in

writing. As a general rule, no obligations regarding the

remedy of defects and subsequent performance will be

assumed over and above those set out in these terms

and conditions.

9.6 CM AQUA will not be liable for defects known to the

customer at the time the contract is concluded or of

which the customer is not aware owing to gross

negligence on its part (sec. 442 German Civil Code).

The customer may only assert claims for defects

provided it has met its statutory obligations to examine

the goods and report defects (secs.377, 381) German

Commercial Code (Handelsgesetzbuch)). In all cases,

building materials and other goods to be installed or

otherwise processed must be inspected directly before

processing. CM AQUA must be notified without undue

delay in writing if any defect becomes apparent on

delivery, inspection or at any time thereafter. In any

event, obvious defects must be reported within 3

working days of delivery and defects which were not

detected on inspection within the same period after

detection. If the customer fails to properly carry out

inspection and/or to report defects, pursuant to

statute CM AQUA will not be liable for defects which are

not reported properly or in a timely manner.

9.7 If the item supplied is defective, CM AQUA may initially

choose whether to render subsequent performance by

remedying the defect (repair) or by supplying a nondefective

item (replacement). This has no effect on

CM AQUA's right to refuse subsequent performance as

provided for by statute.

9.8 CM AQUA may make subsequent performance

dependent on the customer having paid the due

purchase price. However, the customer may retain a

portion of the purchase price commensurate with the

defect.

9.9 The customer will grant CM AQUA the necessary time

and opportunity to render subsequent performance, in

particular it will hand over the item in question for

inspection. Where the defective item is to be replaced,

the customer will return it to CM AQUA in accordance with

statute. If CM AQUA was not originally required to install it,

subsequent performance will not include removal or

re-installation of the defective item.

Where there is a defect CM AQUA will bear/refund the

necessary expenses incurred by inspection and

subsequent performance including without limitation

costs of transport, travel, labour and materials and, if

applicable, any removal/installation costs. Otherwise

CM AQUA can demand that the customer refund the costs

incurred from an unjustified request to remedy a

defect (in particular, inspection and transport costs)

unless it was not possible for the customer to identify

that the item was not defective.

9.10 If, after the subsequent performance has been

completed, the goods have to be moved somewhere

other than the original destination, the customer will

bear any additional costs which arise. The same will

apply if the customer returns the defective item to

CM AQUA for subsequent performance from somewhere

other than its head office/the place of delivery.

9.11 Where subsequent performance fails or cannot be

rendered within a reasonable period set by the

customer or where statutory provisions do not require

subsequent performance the customer may withdraw

from the contract or reduce the purchase price.

However, where the defect is immaterial the customer

is not entitled to withdraw from the contract.

9.12 CM AQUA has no warranty obligations if (a) the defect

is attributable to improper use, operation, care or

inadequate maintenance, deficient assembly and

commissioning, breach of or failure to comply with our

operating and assembly instructions or instructions for

use or to the use of force and other external influences

(e.g. chemical, electromagnetic, electrical, etc.) outside

CM AQUA's reasonable control or if (b) the defect arose

because the item supplied was tampered with in

particular using unsuitable spare parts, including

without limitation third-party spares, and the loss is

attributable to such tampering or use. The warranty

does not cover normal wear and tear or damage

attributable to negligent or improper use or treatment.

9.13 The goods must be returned to CM AQUA along with

the original delivery note or a photocopy thereof.

Negotiations about complaints do not mean that CM AQUA

will waive the defence of failure to report a defect

properly or in good time.

9.14 CM AQUA will not be liable for the consequences if the

customer or a third party remedies defects by

improper means. The same will apply to any alterations

made to the item supplied without CM AQUA's prior

written consent.

9.15 The provisions of section 10 also apply to claims

for compensation

9.16 If the scope of supply includes software or other

rights, the customer will be granted a non-exclusive

right to use that software including the associated

documentation in conjunction with the items supplied.

The customer may only use and edit the software to

the extent permitted by statute and may not remove

manufacturer’s data without CM AQUA’s prior written

consent. The customer may not assign the software or

rights therein to third parties – such as by way of

licence – without Hreco’s prior written consent.

9.17 The customer may not use CM AQUA products for

advertising purposes unless CM AQUA has approved the

advertising. If the customer's clients assert claims for

liability for defects on the grounds that the product

purchased is not as stated in claims made in the

customer's advertising and if such advertising has not

been approved by CM AQUA the customer may not assert

claims against CM AQUA.

10. Liability

10.1 Unless otherwise stated in these TCSPs and the

provisions set out below, CM AQUA's liability for a breach

of contractual and non-contractual obligations will be

as provided for by statute.

10.2 CM AQUA will only be liable for compensation –

irrespective of the legal basis – in the event of fault

attributable to intent and gross negligence. In the

event of minor negligence – subject to statutory

liability limitation (e.g. care in one's own affairs; minor

breach of duty) – CM AQUA will be liable only

a) for losses arising from injury to life, the body or

health,

b) for losses arising from breach of a material

contractual duty (an obligation performance of which

is a prerequisite for proper performance of the

contract and on which the contractual partner relies

and can normally rely on being performed), in which

case CM AQUA's liability will be limited to compensation of

foreseeable typically occurring losses.

10.3 The liability exclusions and limitations in 10.2 also

apply to third parties and breaches of duty on the part

of (or to the benefit of) persons for whose fault CM AQUA

is responsible by statute. They do not apply where a

defect has been fraudulently concealed or where a

warranty has been assumed for the attributes of the

product or where the customer has claims under the

German Product Liability Act (Produkthftungsgesetz).

10.4 The liability limitations in sections 9 and 10 also

apply to liability for incorrect advice, incorrect

assembly instructions and other breaches of collateral

duties.

10.5 Any claims for compensation over and above this

are excluded to the extent permitted by statute

11. Limitation period

11.1 Notwithstanding sec.438 (1) no 3 German Civil

Code the general limitation period for claims arising

from defects in quality or title is one year from delivery.

Where the parties have stipulated acceptance, the

limitation period will begin on acceptance.

11.2 If the item supplied is a building or an item which

has been used for a building in accordance with its

usual purpose and has caused the building to be

deficient (building material), the limitation period

pursuant to statute is five years from delivery

(sec. 438(1) no. 2 German Civil Code). This has no

effect on other statutory special rules on limitation (in

particular sec. 438(1) no. 1, (3), secs. 444, 445b

German Civil Code).

11.3 The above limitation periods under sales law also

apply to contractual and non-contractual claims for

compensation of the customer arising from a defect in

the item supplied except where the standard statutory

limitation period applies (secs 195, 199 German Civil

Code).

12. Applicable law, place of jurisdiction, severability

12.1 These TCSPs and all legal relations between CM AQUA

and the customer are subject to the law of the Federal

Republic of Germany excluding uniform international

law, in particular the UN Convention on Contracts for

the International Sale of Goods (CISG) even if the

customer's registered office is outside the Federal

Republic of Germany.

12.2 If the customer is a merchant (Kaufmann) within

the meaning of the German Commercial Code

(Handelsgesetzbuch), a legal person under public law

or a legal entity under public law, the sole – including

international – place of jurisdiction for all disputes

arising directly or indirectly from the contractual

relationship will be CM AQUA's domicile in Freiberg am

Neckar. The same will apply if the customer is an

entrepreneur (Unternehmer) as defined in sec. 14

German Civil Code. However, CM AQUA is also entitled to

bring action at the place of performance for the supply

obligation stipulated in these TCSPs or in an

overarching individual agreement, or at the customer's

general place of jurisdiction.

12.3 Unless otherwise stated in the confirmation of

order the place of performance will be CM AQUA's

domicile.

12.4 If any provision of these terms and conditions of

business or any provision of other agreements is or

becomes invalid this will not affect the validity of all

other provisions or agreements.

12.5 Amendments, additions and ancillary agreements

to these terms and conditions and to individual

contracts are valid only if they comply with writtenform

requirements. This will apply even if the writtenform

requirements are to be waived. There are no oral

ancillary agreements.

Last amended: September 2023