The general terms and conditions of Hahn + Kolb Werkzeuge GmbH

General conditions of sale, delivery and payment of Hahn + Kolb Werkzeuge GmbH

I. Scope

1. The terms of sale, delivery and payment set out below apply, subject to section I. no. 2., to all deliveries and other services of HAHN + KOLB Werkzeuge GmbH (hereafter: "Supplier"). They also apply to all future contracts with the purchaser and to all deliveries and other services to be provided to the same. The conditions of sale apply accordingly to work performances and services. Instead of acceptance as in the case of delivered goods, work performances are approved and services are received.

2. The terms of sale, delivery and payment set out below only apply if the purchaser is a trader (Section 14 of the German Civil Code [BGB]), a legal person under public law or a legal entity under public law. They do not apply to orders made via one of the online sales platforms of HAHN+KOLB Werkzeuge GmbH.

3. These terms of sale, delivery and payment apply exclusively. Contrary, additional or different terms of business of the purchaser do not form an integral part of this contract, unless the Supplier has confirmed in writing that they shall apply.

II. Conclusion of contract

1. Orders, changes to the contract, additions and subsidiary agreements shall be made in writing. Orders given over the telephone or through other means shall be regarded as having been accepted when the goods have been shipped or handed over and an invoice has been issued.

2. All product information, prices and quotations are given without obligation. The information about dimensions, weights, outputs or materials given in quotations, catalogues, brochures, price lists, drawings or similar is given with due care, but is non-binding unless explicitly indicated as binding. The same applies to all design specifications and proposals. The Supplier reserves the right to make changes on the basis of technical progress. Drawings, samples and documents provided by the Supplier remain the property of the same. They shall not be made accessible to third parties without the Supplier's consent. The Supplier would like to remind its contractual partner that it holds the copyright to such property.

3. The contractually promised properties of the purchase item are based solely on the product description and the written agreements. Unilateral ideas expressed by the purchaser shall not be taken into consideration, as with advertising statements and other public statements made by the Supplier or one of its vicarious agents.

4. Models, tools and other devices for completing an order shall remain the property of the Supplier, even if the Supplier passes on some of the cost for such equipment.

5. If the Supplier becomes aware on conclusion of the contract that the claim of the Supplier to service in return is jeopardised by poor performance on the part of the purchaser, the Supplier shall be entitled to refuse performance in accordance with Section 321 of the German Civil Code. The Supplier shall also be entitled to withdraw from the contract, subject to giving notice where applicable.

III. Prices

1. Unless specifically agreed otherwise, the applicable prices are the Euro prices per piece, or for such other unit of quantity as may be indicated, which are stated in the catalogues and price lists on the day the purchase order is received, plus statutory value-added tax applicable on the date of invoicing.

2. Any services provided by the Supplier beyond the delivery of the goods as well as any additionally agreed work shall be invoiced separately.

3. For Deliveries within Germany, the prices are always free domicile and/or free place/station of destination; where freight forwarding/rail freight has been chosen, the packaging is included. This does not apply to small and very small orders (cf. Clause III.4. below), very bulky or heavy goods, repairs, or courier services requested by the customer. Very bulky and heavy goods with original and special packaging are marked with + in the catalogue. In this case, the prices apply to delivery "ex works" or EXW in accordance with Incoterms^® 2020 (74636 Ludwigsburg / Germany), excluding any ancillary costs such as packaging, freight, insurance, etc. insurance.

4. For deliveries outside Germany, the prices shall be "ex works" or EXW in accordance with Incoterms^® 2020 (74636 Ludwigsburg / Germany), excluding any ancillary costs, e.g. packaging, freight, insurance. For small orders with a net goods value of less than EUR 150,-, the Supplier will charge a lump-sum fee of EUR 7.90 plus statutory value-added tax to cover costs. For very small orders with a net goods value of less than EUR 30.00, the Supplier will charge a lump-sum fee of EUR 10.90 plus statutory value-added tax to cover costs.

5. For orders below the packaging units stated in the catalogues, the Supplier will charge a surcharge in an amount equal to 10% of the net order value plus statutory value-added tax.

6. If, in the period between the conclusion of the contract and the date of delivery, a factor relevant for the pricing, such as salaries, energy costs and/or costs for raw materials, increases or decreases by more than 5%, the Supplier reserves the right to adjust the prices by the amount by which the acquisition or manufacturing costs of the delivery items have increased. If use is made of this price adjustment clause, the Supplier shall be obliged, at the request of the customer, to provide evidence of the additional costs incurred.

7. In deviation from Section 195 German Civil Code (BGB), the Supplier’s claims for payment of the purchase price shall be time-barred after five years.

IV. Payment

1. Unless otherwise agreed, the terms of payment are with a 2% discount within 14 days of the invoice date or net within 30 days of the invoice date.

2. If direct debit is used, a 3% discount shall be applied. For machines, special tools, repairs and similar, payment shall be by agreement.

3. Counter-claims on the part of the purchaser shall only entitle the same to offset or withhold payment if they are legally endorsed or indisputable.

4. Bills of exchange eligible for discount shall only be accepted as payment subject to prior agreement; charges for discounts and bills of exchange shall generally be borne by the purchaser.

5. Discounts shall be invalid and payments shall be due immediately in the event of default on payment for another delivery or service. The same shall also apply if extrajudicial settlement proceedings or court insolvency proceedings are initiated after the time of application.

6. If after the contract is concluded the Supplier becomes aware of circumstances which diminish the creditworthiness of the purchaser, all claims of the Supplier shall become payable immediately, regardless of the term of accepted bills of exchange. The Supplier shall also be entitled to only complete any outstanding deliveries and services in return for advance payment or appropriate sureties. After an appropriate period of grace, the Supplier may withdraw from the contract or demand compensation for non-fulfilment.

V. Delivery

1. Delivery shall be subject to correct and punctual supply to the Supplier and availability of stock. This shall not affect the responsibilities of the Supplier in accordance with section X.

2. All delivery dates and delivery periods stated are non-binding guidelines. The agreement of binding delivery periods must be made in writing. Unless such periods have been expressly agreed, information on the delivery period shall represent non-binding performance dates.

3. If the delivery period is determined in days, weeks, months or years, it shall commence upon conclusion of the contract. Meeting the delivery deadline is conditional on the timely and proper fulfilment of the other obligations of the customer. Agreed delivery periods shall be deemed to have been met if, by the time they expire, the delivery items have left the Supplier's premises or the Supplier has notified the customer that the delivery items are ready for delivery. Delivery shall be made subject to timely and proper delivery to the Supplier.

4. The Supplier shall have the right, especially with comparatively large orders, to make reasonable partial deliveries. Where an order for special tools is made, the Supplier may exceed or remain below the quantity ordered by approximately 10%, at least, however, by two pieces. In this case, the invoice shall be for the quantity actually supplied.

5. If non-compliance with the delivery periods is due to force majeure or other interferences for which the Supplier is not responsible, such as war, terrorist attacks, import and export restrictions, epidemics and pandemics, transport or business disruptions, including disruptions affecting the Supplier’s suppliers, the delivery periods shall be extended for a period equal to the duration of the impediment. This also applies to any industrial action affecting the Supplier or the Supplier’s suppliers. The contracting parties shall have the right to rescind the contract if any impediment according to this Clause V.5. lasts for more than four months and the performance of the contract is no longer of interest to either of the contracting parties because of such impediment.

6. In the event of a delay in delivery, the customer may only rescind the contract if the Supplier is responsible for the delay.

7. If the delivery is made at a later date than the agreed delivery date at the express request of the customer after conclusion of the contract, the Supplier shall be entitled to demand compensation from the customer for the additional costs incurred as a direct result. After unsuccessful expiry of a reasonable period for delivery acceptance, the Supplier shall be entitled to dispose otherwise of the delivery item and to supply the customer with an extended delivery period.

8. If the customer receives load carriers (such as euro pallets or wire boxes etc.) together with the goods supplied, the customer shall be obliged, after a reasonable unloading period, to return such carriers to the Supplier or to the forwarding agent authorised to receive such carriers.

9. Without prejudice to the provisions of Clause VIII.1. below, the customer shall be obliged to examine the goods upon delivery for externally visible defects and report the defects, if any, to the transport company which carries out the delivery and ask for corresponding confirmation in writing. If the customer fails to comply with this obligation, it shall be obliged to compensate the Supplier for any damage suffered as a result of such failure.

10. The Supplier is under no obligation to take back wrong deliveries for which the customer is responsible. If the Supplier nevertheless takes back such goods in any particular case, this is a gesture of goodwill. In this case, the customer shall bear all costs incurred by the Supplier. Furthermore, the Supplier may charge the customer a lump-sum handling fee in an amount equal to 10% of the value of the goods, but at least in the amount of EUR 20.00 plus value-added tax for the handling.

11. The Supplier may have the goods delivered to the customer by direct delivery by the manufacturer or the Supplier’s suppliers of the goods, by a technical service provider for the goods or by a logistics service provider.

VI. Passing of risk and receipt; default of acceptance

1. Unless expressly agreed otherwise, delivery shall be "ex works" or EXW in accordance with Incoterms^® 2020 (74636 Ludwigsburg / Germany),, which means that the risk of accidental loss or destruction or of accidental deterioration of the goods will pass to the customer at the time the Supplier hands the goods over to the person in charge of carrying out the transport or has left the Supplier's premises for the purpose of shipment. This also applies if partial deliveries are made or if the Supplier has assumed additional obligations, such as the shipping costs or the putting into operation. At the request and expense of the customer, the Supplier shall insure the delivery items against the risks to be specified by the customer by means of transport insurance.

2. Unless otherwise agreed, the Supplier may choose the route and method of shipment.

3. Without prejudice to the rights under Clause VIII. below, the customer must receive the items delivered even if they contain insignificant defects.

4. If the customer defaults on its obligation to accept the goods, the Supplier may claim compensation for the damage suffered as a result of such default. The lump-sum damages amount to 0.5% of the net price of the delivery per day of default, up to an aggregate amount equal to 5% of the net price of the delivery. The contracting parties reserve the right to claim further damages or to prove that the amount of damages claimed exceeds the damage actually suffered. The risk of accidental loss or destruction or accidental deterioration of the goods will pass to the customer at the point in time the customer starts to be in default of acceptance

VII. Reservation of title

1. The delivered goods remain the property of the Supplier until such time as all claims from the business relationship have been fully satisfied.

2. The purchaser shall store the goods appropriately and insure them adequately in relation to the value as new against theft, machine damage, fire damage, water damage and other damage. The purchaser herewith assigns all claims to compensation from this insurance to the Supplier. The Supplier herewith accepts the assignment of these claims. In the case of default on payment, the purchaser shall be obliged on the request of the Supplier to surrender the delivered goods if the Supplier has already withdrawn from the contract in accordance with statutory regulations. This same applies if individual or all claims of the Supplier have been recorded on a running account and the balance has been drawn and recognised. In the case of attachment, foreclosure or other interventions of third parties, the purchaser shall inform the Supplier immediately, handing over the necessary documents to uphold the Supplier's proprietary rights.

3. Receipt of the equivalent value by the Supplier shall be regarded as payment. In the case of payment by cheque or bill of exchange, the reservation of title remains until these obligations have been cleared by the purchaser.

4. Any processing or conversion by the purchaser of the goods subject to reservation of title shall always be performed on behalf of the Supplier, without any obligations for the latter arising from this, and shall remain the property of the Supplier. This also applies if the goods subject to reservation of title are processed such that a new item is created.

5. The goods subject to reservation of title are, unless they are joined to other items belonging to the purchaser or a third party, generally stand-alone, removable and therefore eligible for exclusive rights. If the goods subject to reservation of title are joined to other items not belonging to the purchaser, or if eligibility for exclusive rights is lost as a result of this, the Supplier shall acquire co-ownership of the new item in the proportion of the value of the goods subject to reservation of title in relation to other joined items at the time of joining. If the parts are joined such that the item belonging to the purchaser can be regarded as the main item, it shall be considered that the parties agree that the purchaser will transfer co-ownership to the Supplier on a pro rata basis. The purchaser safeguards the sole ownership or co-ownership thus created on behalf of the Supplier. In all other respects, the same terms apply to the Supplier's co-ownership as to the item delivered subject to reservation of title.

6. The purchaser has the revocable right to resell goods subject to reservation of title in the due course of business. The purchaser shall not be permitted to dispose of the goods in any other way; in particular they shall not be pawned or assigned as surety. If the goods subject to reservation of title are not immediately paid for by the third-party buyer (customer), the purchaser shall be obliged to resell said goods only with an extended and expanded reservation of title. The authorisation to resell goods lapses in the event of default of payment on the part of the purchaser.

7. The purchaser herewith assigns to the Supplier all claims against the customer arising from the resale, regardless of whether the goods subject to reservation of title are resold without or after processing. The Supplier accepts the assignment of these claims. The purchaser is prohibited from reaching agreements with its customer that in any way preclude or compromise the rights of the Supplier. In particular, the purchaser shall not enter into any agreement that voids or compromises the advance assignment of claims to the Supplier. The purchaser remains entitled to call in claims assigned to the Supplier even after the assignment. This shall not affect the authority of the Supplier to call in claims itself. However, the Supplier undertakes not to call in receivables while the purchaser is still duly honouring its payment obligations. The Supplier can demand that the purchaser discloses any assigned claims and the debtors for these claims, provides all information required to call in the claims, hands over the accompanying documents, and notifies the debtors of the assignment. If the goods subject to reservation of title are resold with other items that do not belong to the Supplier, the claim of the purchaser against the customer is regarded as assigned in the amount of the delivery price agreed between the Supplier and the purchaser.

8. The Supplier shall be obliged to release the sureties to which it is entitled in accordance with the above terms at the request of the purchaser; the Supplier may refuse to do so if releasing sureties would take their value down to more than 10% below the value of the claims against which surety is to be provided.

9. The Supplier shall be entitled to insure the goods subject to reservation of title against theft, machine damage, fire damage, water damage and other damage at the cost of the purchaser, unless the purchaser can provide evidence that it has taken out an appropriate insurance policy itself.

VIII. Warranty rights of purchaser

In the case of material defects or defects of title in the delivery, the purchaser has the following warranty rights to the exclusion of any other claims subject to Section X: Material Defects

1. In the case of parts that prove to be defective as a result of a circumstance pre-dating the transfer of risk, the Supplier shall at its discretion either rectify the defect or deliver a part free from defects. The Supplier shall be notified in writing immediately after such defects are identified. The duty to examine the delivery and give notice of any defects also includes any operating and assembly manuals. Replaced parts become the property of the Supplier.

2. The purchaser shall by agreement with the Supplier give the Supplier the necessary time and opportunity to perform any such remedy of defects as is deemed necessary by the Supplier and deliver goods free from defects. Otherwise, the Supplier shall be released from liability for any resulting consequences.

3. If a defect does indeed exist, the Supplier shall bear all necessary expenses incurred in the course of remedying defects and delivering goods free from defects, in particular transport costs, toll charges or labour and material costs. If a request from the purchaser to remedy a defect proves to be unjustified, the Supplier can seek reimbursement of any costs incurred from the purchaser.

4. The purchaser shall have the right within statutory legislation to withdraw from the contract if, once it has been given an appropriate period to make good a material defect, the Supplier—subject to legitimate exceptions stipulated by law—allows this period to lapse with no satisfactory results. If there is only a minor defect, the purchaser shall only have the right to reduce the contract price. The right to reduce the contract price is otherwise excluded.

5. No warranty rights exist in the following cases in particular, unless the Supplier is at fault: Inappropriate or improper use; faulty assembly or commissioning by the purchaser or a third party; natural wear and tear; faulty or careless handling; poor maintenance; unsuitable equipment; poor construction; unsuitable foundation; exposure to chemical, electrochemical or electrical impacts.

6. If a defect is improperly rectified by the purchaser or a third party, the Supplier shall not be liable for any resulting consequences. The same applies to changes made to the delivery item without the prior consent of the Supplier.

Warranty of title
7. If use of the delivery item leads to violation of industrial property rights or copyrights in Germany, the Supplier shall, at its own expense, in principle procure the right to further use for the purchaser or modify the delivery item for the purchaser such that there is no longer any violation of property rights. If this is not possible under commercially reasonable conditions or within an appropriate period, the purchaser shall be entitled to withdraw from the contract. The Supplier shall also have the right to withdraw from the contract in the aforementioned circumstances. Furthermore, the Supplier shall also release the purchaser from undisputed or legally enforced claims in relation to the respective holder of the property rights.

8. The obligations of the Supplier as set out in section VIII. no. 7. are final, subject to Section IX. no. 2 in the case of violations of property rights or copyrights.
They only exist if
- The purchaser informs the Supplier immediately of any violations of property rights or copyrights that are upheld,
- The purchaser provides the Supplier with the appropriate assistance in defending the upheld claims or enables the Supplier to complete the modification work described in section VIII. no. 7;
- The Supplier is reserved the right to take all measures to defend such claims, including settlement out of court
- The warranty of title is not based on an order by the purchaser and
- The violation of rights was not caused by an independent modification of the delivery item by the purchaser or any other modification in contravention of the terms of this contract.

IX. Return and disposal of electrical and electronic equipment

1. The Supplier sells and delivers electrical and electronic equipment as defined in the German Electrical and Electronic Equipment Act (ElektroG) exclusively to commercial users, regardless of the features and versatility of the equipment.

2. For ATORN and ORION equipment that is exclusively used outside of private households or is not usually used in private households ("b2b equipment"), the purchaser undertakes to dispose of the equipment correctly at its own expense in accordance with statutory regulations at the end of use. The purchaser releases the Supplier from the obligations set out in Section 19 para. 1 of the German Electrical and Electronic Equipment Act (an obligation to accept returned products by the manufacturer) and associated claims of third parties. The purchaser shall meet the disclosure obligations arising from Section 30 of the German Electrical and Electronic Equipment Act. The purchaser shall contractually bind commercial third parties to which it passes on supplied equipment to dispose of the equipment correctly at its own expense in accordance with statutory regulations at the end of use, to meet the disclosure obligations according to Section 30 of the German Electrical and Electronic Equipment Act, and if the equipment is passed on again to impose corresponding continued obligations. If the purchaser fails to impose these continued obligations, it is obliged to take back the supplied goods at the end of use and to dispose of them correctly in accordance with statutory regulations at its own expense, and to meet the disclosure obligations according to Section 30 of the German Electrical and Electronic Equipment Act. The Supplier's claim to the assumption of the aforementioned obligations by the purchaser does not become time-barred until two years after the end of use of the equipment. This two-year period of the suspension of the statute of limitation does not start until the manufacturer has received written notification of the end of use from the customer at the earliest.

3. For ATORN and ORION equipment that, theoretically at least, could also be used in private households on the basis of its features ("dual use" equipment), the purchaser undertakes to return this equipment to the Supplier at the end of use. The purchaser shall not pass this equipment on to private households, in particular employees. The Supplier shall take this equipment back and recycle or dispose of it in accordance with statutory regulations. If the equipment is passed on to commercial users, the purchaser shall ensure that a corresponding agreement is reached with the user to the effect that the equipment will be returned to the Supplier at the end of its useful life.

X. Export control

1. The customer assures that goods supplied that fall under the scope of Article 12g Regulation (EU) 833/2014, will not be sold, exported, or re-exported, either directly or indirectly, to the Russian Federation or for use in the Russian Federation.

2. The customer shall undertake its best efforts to ensure that the purpose of the preceding paragraph (1) is not frustrated by any third parties further down the commercial chain, including by possible resellers.

3. The customer shall set up and maintain an adequate monitoring mechanism to detect conduct by any third parties further down the commercial chain, including by possible resellers, that would frustrate the purpose of preceding paragraph (1).

4. Any violation of preceding paragraphs (1), (2), or (3) shall constitute a material breach of contract and entitles the Supplier to terminate the supply relationship with immediate effect and to cancel orders already accepted without delay. The customer shall indemnify Supplier from all costs, third-party claims, and other disadvantages (e.g., fines) resulting from the breach of an obligation under the preceding paragraphs (1), (2), or (3). This shall not apply if the customer is not responsible for this breach of duty. Furthermore, the Supplier shall be entitled to demand a contractual penalty of 5% of the sales price of the goods sold in violation of the provisions of this regulation. Any further claims for damages shall remain unaffected by this.

5. The customer shall immediately inform the Supplier about any problems in applying the preceding paragraphs (1), (2) or (3), including any relevant activities by third parties that could frustrate the purpose of the preceding paragraph (1). The customer shall make available to the Supplier information concerning compliance with the obligations under the preceding paragraph (1), (2) and (3) within two

weeks of the simple request of such information.

6. The above nos. 1-5 also apply accordingly in connection with an export or re-export for use in Belarus for goods that fall under Art. 8g und 8ga of regulation (EU) 765/2006

XI. Liability

The Supplier shall be liable without limitation for damages arising from the breach of a warranty or from injury to life, body or health. The same shall apply to intent and gross negligence, to mandatory statutory liability for product defects (in particular under the Product Liability Act) and to liability for fraudulent concealment of defects. The Supplier shall only be liable for slight negligence if material obligations are breached which arise from the nature of the contract and which are of particular importance for achieving the purpose of the contract. In the event of a breach of such obligations and impossibility, the Supplier's liability shall be limited to such damages as may typically be expected to occur within the scope of the contract. In all other respects liability is excluded.

XII. Limitation

1. The limitation period for the customer's claims for defects shall be 12 months and shall commence at the time of the passing of risk in accordance with Section VI. 1. Insofar as assembly services are part of the contract, the limitation period for the customer's claims for defects shall also be 12 months, commencing with the acceptance of the work performance by the customer. Insofar as subsequent performance is not carried out as a gesture of goodwill, the limitation period shall not recommence as a result of subsequent performance. It shall also apply to claims in tort based on a defect in the delivery items. The unlimited liability of the Supplier for damages arising from the breach of a guarantee or from injury to life, body or health, for intent and gross negligence and for product defects shall remain unaffected.

2. The suspension of the expiry of the limitation period for claims under a right of recourse provided for in Paragraph 445b, Section 2, Sentence 1 of the German Civil Code (BGB) shall end no later than five years after the date on which the Supplier delivered the goods to the customer. In the event of the final sale of the goods to a consumer, the Supplier may only invoke this if the Supplier simultaneously grants the customer equivalent compensation.

XIII. Use of software

To the extent that the delivery includes software, the customer is granted a non-exclusive right, unlimited in time, to use the software supplied, including its documentation for the agreed or the contractually intended use. The software is provided for use on the delivery item that is intended for this purpose. The customer may reproduce, modify or translate the software or convert it from object code to source code only to the extent permitted by law (Sections 69 a et seq. German Copyright Act (UrhG)). The customer agrees not to remove any information provided by the manufacturer, in particular, copyright notices, and not to modify any such information without the Supplier’s express prior consent. All other rights in the software and its documentation, including all copies, remain with the Supplier and/or the software provider. The granting of sub-licences is not permitted. The temporary or partial transfer of the software to third parties is not permitted. The rights to use the software may only be transferred to third parties as a whole. In this case, the customer shall be obliged to completely cease its own use of the software and to delete all copies of the software, unless it is obliged to retain them for a longer period. At the Supplier's request, the customer shall confirm in writing that the aforementioned measures have been carried out in full or, if necessary, explain to the Supplier the reasons for longer retention. The obligation to delete shall not apply if the software is integrated into the delivery item and the delivery item is resold. For any software supplied by third-party manufacturers, the licensing provisions of these third-party manufacturers shall apply exclusively to the granting of rights and their restrictions, including the type of license.

XIV. Confidentiality / data protection

1. Unless otherwise agreed, the information provided by the customer shall be deemed non-confidential.

2. Personal data will be processed by the Supplier (HAHN+KOLB Werkzeuge GmbH, Schlieffenstraße 40, D-71636 Ludwigsburg, phone: +49 (0) 7141 498-40, fax: +49 (0) 7141 498-4999, email: info@hahn-kolb.de) as controller, as defined in Article 4(7) GDPR, within the limits defined by the applicable provisions of law. The Supplier’s Company Data Protection Officer can be reached at HAHN+KOLB Werkzeuge GmbH, Datenschutzbeauftragter, Schlieffenstraße 40, D-71636 Ludwigsburg, phone: +49 (0) 7141 498-40, fax: +49 (0) 7141 498-4999, email: datenschutz@hahn-kolb.de.

3. The Supplier will process personal data that it receives from the customer and/or the customer’s staff in connection with the business relationship. Furthermore, the Supplier will process personal data which it has legitimately obtained from publicly accessible sources (e.g. commercial register, newspapers, the Internet) und which the Supplier is allowed to process. The data processed by the Supplier includes customer data and/or personal data of the customer and of the customer’s staff (e.g. name, address, email addresses, telephone numbers and other contact details), payment data, data concerning the goods ordered, and advertising and sales data.

4. The Supplier will process the personal data to the extent that this is necessary for the initiation and implementation of contracts and for managing the customer relationship. Such processing therefore takes place for the purposes of performing contractual obligations on the basis of point (b) of Article 6(1) GDPR. Failure to provide the required data may mean that a contract cannot be concluded.

Furthermore, the Supplier will process personal data for the purposes of its legitimate interests on the basis of point (f) of Article 6(1) GDPR. This includes, for example, processing for advertising purposes and for the purposes of market research and opinion polling (to the extent that the processing for these purposes has not been objected to), processing for the purposes of tailoring offers as needed and for addressing customers directly, processing for the establishment of legal claims and for defence in legal disputes, as well as processing for business management measures and for measures regarding the further development of products.

5. The Supplier will transfer data from the customer to service providers and vicarious agents who are employed by the Supplier in implementing the business relationship. This includes transferring any data that is needed for delivery to the logistics service providers involved, to the manufacturer or Supplier’s suppliers of the goods or to providers of technical services to the extent that they are in charge of carrying out the delivery to the customer. In addition, the Supplier will transfer data (name, address, payment data) to the credit agencies CRIF Bürgel GmbH, Radlkoferstraße 2, D-81373 Munich, and Verband der Vereine Creditreform e.V., Hellersbergstraße 12, D-41460 Neuss, for the performance of credit checks. The credit agencies will provide the Supplier with information about the customer’s payment history and information concerning creditworthiness based on mathematical-statistical procedures involving the address data, among other things. The collection, storage and transfer hence take place for the purposes of carrying out a credit check with a view to preventing a default of payment and on the basis of point (b) of Article 6(1) GDPR and point (f) of Article 6(1) GDPR. The Supplier will further transfer personal data to providers of credit insurance, debt collection, and marketing services.

6. The Supplier will store the personal data for as long as this is necessary for the business relationship, in particular, the initiation and implementation of contracts, and for compliance with legal obligations. Such legal obligations particularly include retention duties under the German Commercial Code (HGB) and the German General Tax Code (AO). The retention periods stipulated therein are six to ten years. The duration of storage is further influenced by the statutory limitation periods. According to Sections 195 et seq. German Civil Code (BGB), the regular limitation period is three years; in certain cases, however, the limitation period may be as long as thirty years.

7. The Supplier may transfer personal data to recipients located outside the EEA in so-called third countries. In this case, the Supplier shall ensure, prior to the transfer, that an adequate level of data protection exists at the recipient (e.g. on the basis of an adequacy decision of the EU Commission for the respective country pursuant to Article 45 of the GDPR or through other appropriate guarantees pursuant to Article 46 of the GDPR, such as the agreement of so-called EU standard contractual clauses of the European Union with the recipient). Provided that no permanent data transfer takes place, a transfer may also take place on the basis of an exemption of Art. 49 GDPR (e.g. on the basis of a consent granted for the specific data transfer by the ordering party or the data subject after being informed about the risks of the transfer).

8. Each data subject has the right to obtain from the Supplier access according to Article 15 GDPR, rectification according to Article 16 GDPR, erasure according to Article 17 GDPR and restriction of processing according to Article 18 GDPR, the right to object according to Article 21 GDPR and a right to data portability according to Article 20 GDPR. The right of access and the right to erasure are subject to the restrictions stipulated in Sections 34, 35 German Federal Data Protection Act (BDSG). The data subject may assert the aforementioned rights in writing with the Company Data Protection Officer of the Supplier, whose contact details are listed in Clause XIII.2. Furthermore, under Article 77 GDPR in conjunction with Section 19 German Federal Data Protection Act (BDSG), each data subject has the right to lodge a complaint with a competent data protection supervisory authority. The data protection supervisory authority responsible for the supplier is: Der Landesbeauftragte für den Datenschutz und die Informationsfreiheit Baden-Württemberg, Lautenschlagerstraße 20, 70173 Stuttgart, E-Mail: poststelle@lfdi.bwl.de. Consent, once given, may be revoked at any time and without giving reason by notice to the Supplier. The revocation does not affect the legality of the processing carried out until the revocation.

9. According to Article 21(1) GDPR, a data subject has the right to object, on grounds relating to his or her particular situation, at any time to processing of data carried out based on point (f) of Article 6(1) GDPR (data processing based on the balancing of interests). If the data subject objects, the Supplier will no longer process his or her personal data, unless the Supplier demonstrates compelling legitimate grounds for the processing which override the interests, rights and freedoms of the data subject, or unless the processing serves the purpose of establishing, exercising or defending legal claims.

10. A data subject may object to his or her data being used for direct marketing purposes at any time with effect for the future; this also applies to profiling to the extent that it is related to such direct marketing. In the event of an objection, the Supplier will no longer process the personal data concerned for direct marketing purposes.

11. Objections according to Clauses XIII.9 and XIII.10 above do not need to be made in any particular form and should be addressed to HAHN+KOLB Werkzeuge GmbH, Datenschutzbeauftragter, Schlieffenstraße 40, D-71636 Ludwigsburg, phone: +49 (0) 7141 498-40, fax: +49 (0) 7141 498-4999, email: datenschutz@hahn-kolb.de.

XV. Applicable law, place of fulfilment, place of jurisdiction

1. The contractual relations shall be governed exclusively by the laws of the Federal Republic of Germany, without regard to the United Nations Convention on Contracts for the International Sale of Goods (CISG).

2. The place of fulfilment for all rights and obligations arising out of the contractual relationship shall be the Supplier’s seat.

3. The place of jurisdiction for all disputes arising out of the contractual relationship shall be the Supplier’s seat. The Supplier may also choose to sue the customer at the customer’s seat or at any other permissible place of jurisdiction.

4. In international business transactions, if legal disputes arise out of or in connection with the present contract and its performance, the contracting parties may choose whether to turn to the ordinary courts of law or whether to turn to an arbitral tribunal. When turning to the ordinary courts of law, Clause XIV.3. above shall apply. If a contracting party chooses to turn to an arbitral tribunal, the dispute shall be finally settled in accordance with the Arbitration Rules of the German Arbitration Institute (DIS) without recourse to the ordinary courts of law. The place of arbitration shall be Stuttgart, Germany. The arbitral tribunal shall consist of three arbitrators. The language of the arbitration shall be German unless the contracting parties agree on another language for the arbitration.

5. Should any provision of these general terms of sale, delivery and payment or any provision of any other agreement be invalid, this shall not affect the validity of all other provisions and agreements. These terms of sale, delivery and payment shall replace and supersede the terms and conditions hitherto applied.