General Terms and Conditions of Contract.

(1) These GTC shall apply with regard to the deliveries and services provided by us for the realization of cross-laminated-timber ("CLT") projects of our customers, in particular to contracts for the sale and/or delivery of movable goods ("CLT Goods") as well as the provision of CLT planning, calculation or other services ("CLT Services").
(2) These GTC shall apply to all our business relationships with our customers if the customer is an entrepreneur (Section 14 of the German Civil Code (BGB)), a merchant within the meaning of the German Commercial Code (HGB), a legal entity under public law or a special fund under public law.
(3) These GTC shall apply exclusively regardless of any supplementary or conflicting terms and conditions of the customer, unless we expressly agree to them.
(4) Unless otherwise agreed, these GTCS in the version current at the time of the customer's order shall also apply as a framework agreement (Section 305 (3) BGB) for subsequent contracts and orders of the customer without us having to refer to them again.

§ 2 Conclusion of contract
(1) Our offers are subject to change and non-binding, unless they are expressly marked as binding or state a specific acceptance period.
(2) The order placed by the customer shall be deemed a binding offer to conclude a contract, unless there is a case in accordance with the reservation in paragraph (1), in which case the customer's order shall be the binding acceptance of our offer.
(3) Our acceptance shall be made by written declaration. The content of this declaration is decisive for the content of the contract. Legally relevant declarations and notifications by the customer after conclusion of the contract (e.g. setting of deadlines, reminders, notices of defects) must be made in writing to be effective, whereby a fax or e-mail shall also suffice. Mandatory statutory formal requirements remain unaffected.
(4) The written contract, including these GTCS, which form part of the written contract, fully reflects all agreements made on the subject matter of the contract.

§ 3 Reservation of rights to Materials from us
(1) We reserve all property rights, copyrights and industrial property rights to all documents, materials and other items provided by us to the customer (essentially our offers, catalogs, price lists, cost estimates, plans, drawings, illustrations, calculations, product specifications, manuals, samples, models and other physical and/or electronic documents or information). Reverse engineering is prohibited.
(2) The customer may not make the aforementioned items or their contents accessible to or disclose them to third parties or its own employees who are not involved, nor exploit, reproduce or modify them. He shall treat them confidentially, use them exclusively for the contractual purposes and return them to us in full at our request and destroy/delete any copies (including electronic copies) unless they are required in accordance with statutory retention obligations or for the performance of the contract. At our request, the completeness of the return and destruction/deletion must be confirmed and, if this confirmation is not provided, it must be stated in writing which items are still required and for what reasons.

§ 4 Terms of delivery
(1) The delivery of CLT Goods shall be made "EXW Incoterms (2020)" in relation to the warehouse/plant from which we deliver, unless otherwise agreed.
(2) Unless otherwise agreed, we shall determine the carrier, the means of transport and the transport route.
(3) Delivery times/dates specified by us for deliveries and services ("delivery periods") are only approximate and are not binding, unless a fixed delivery period has been expressly specified. A delivery deadline for a delivery of goods shall be deemed to have been met if the customer has received our notification of readiness for collection by the expiry of the deadline.
(4) If it becomes foreseeable to us that a delivery deadline cannot be met, we shall inform the customer of this and the expected new delivery deadline without delay.
(5) We shall not be liable for impossibility or delay if they are due to force majeure or any other event for which we are not responsible (e.g. operational disruptions of any kind, fire, natural disasters, epidemics, pandemics, weather, floods, war, insurrection, terrorism, transport delays, delays in delivery by our suppliers, strikes, lawful lockouts, shortages of labor, energy or raw materials, delays in any necessary official approvals, official/sovereign measures).
(6) If we become aware of an event within the meaning of paragraph (5), we shall inform the customer immediately. Our delivery periods shall be automatically extended/postponed by the duration of the event, plus a reasonable start-up time. If such events make it significantly more difficult or impossible for us to provide the service and are not only of a temporary nature, we shall be entitled to withdraw from the contract.
(7) We are entitled to make partial deliveries.

§ 5 Prices, payments and default
(1) Prices quoted are net prices and are subject to statutory VAT and any other public fees or charges as well as packaging and shipping.
(2) Unless paragraph (3) applies, our invoices shall be paid within 14 calendar days after delivery of the CLT Goods and receipt of the invoice. The receipt of our notice of readiness for collection by the customer (which we may combine with the invoice) or - if shipment has been agreed - our handing over of the CLT Goods to the carrier shall also be deemed delivery.
(3) We are entitled to make our deliveries and services dependent in whole or in part on concurrent payment or advance payment without stating reasons. If and insofar as acceptance takes place, however, we shall not be entitled to the said right insofar as the customer has a justified interest - generally to be measured at 10% of the total price - in not having to pay the full remuneration prior to acceptance.
(4) Each payment must be made without deduction and in euros (€) by bank transfer to the bank account specified in our invoice. The date on which the account is credited shall be decisive for compliance with the payment deadline.
(5) Upon expiry of a payment deadline, the customer shall automatically be in default.

§ 6 Offsetting and right of retention
The customer is only entitled to offset or assert a right of retention if his counterclaim is undisputed or has been legally established.

§ 7 Retention of title
(1) The retention of title agreed here serves to secure our claims against the customer arising from the respective contractual relationship as well as all our other claims against the customer from deliveries and services existing at the time of the respective conclusion of the contract, including balance claims from current accounts (together the "secured claims").
(2) The CLT Goods delivered by us to the customer shall remain our property ("Retained Goods") until full payment of all secured claims.
(3) The customer shall store the reserved goods for us free of charge and insure them against damage.
(4) The customer is not entitled to pledge goods subject to retention of title or to assign them as security. In the event of an application for the opening of insolvency proceedings and/or in the event of access by third parties to the reserved goods (e.g. seizure attempts), the customer must immediately and clearly point out our ownership and inform us immediately so that we can pursue our rights. If the third party does not reimburse us for the court or out-of-court costs incurred by us in this connection, the customer shall be liable to us.
(5) The customer is entitled to use, process, transform, combine, mix and/or sell the reserved goods in the ordinary course of business.
(6) If the reserved goods
a) processed or transformed by the customer (Section 950 BGB), this shall always be carried out for us as the manufacturer in our name and for our account. We shall directly acquire ownership of the newly created item or - if the processing or transformation is carried out from materials of several owners - co-ownership in the ratio of the value of the reserved goods (gross invoice value) to the value of the other processed/reformed materials at the time of processing/reforming. In the event that, for whatever reason, no such acquisition of ownership or co-ownership should occur for us, the customer hereby transfers to us his future ownership or, in the aforementioned ratio, his co-ownership of the newly created item as security. We hereby accept this transfer;
b) combined with other items not belonging to us within the meaning of Section 947 BGB or mixed or blended within the meaning of Section 948 BGB, we shall directly acquire co-ownership of the newly created item in the ratio of the value of the goods subject to retention of title (gross invoice value) to the value of the other combined, mixed or blended items at the time of combination, mixing or blending. If the reserved goods are to be regarded as the main item, we shall immediately acquire sole ownership (Section 947 (2) BGB). If one of the other items is to be regarded as the main item, the customer hereby transfers to us, insofar as the main item belongs to him, the proportionate co-ownership of the uniform item in the ratio specified in sentence 1 of this subparagraph. We hereby accept this transfer. In all other respects, paragraph (6) a) penultimate and last sentence shall apply accordingly.
c) The customer shall hold our sole ownership or co-ownership arising in accordance with the above provisions in safe custody for us free of charge.
(7) The customer hereby assigns to us in full by way of security any claims for payment, whether arising from a purchase contract, service contract or contract for work and services, of the customer against its customers from a resale or other further use of goods subject to retention of title. We hereby accept these assignments. We hereby revocably authorize the customer to collect the claims assigned to us in his name and for his account on our behalf.

§ 8 Warranty, inspection and notification of defects
(1) The statutory provisions shall apply to the customer's rights in the event of defects, subject to deviating or supplementary provisions in this § 8.
(2) Our warranty is limited to the CLT goods supplied by us complying with the contractual specifications and fulfilling the statutory requirements applicable in Germany, in particular DIN standards. Apart from any CLT services provided by us, the customer is responsible for the suitability of the CLT goods ordered for its technical, structural and organizational conditions and its purposes.
(3) We do not assume any warranty for defects that are due to the customer disregarding instructions for use/construction/installation/assembly/application, maintenance or other instructions from us or the original manufacturer of the CLT goods, using parts that do not comply with the original manufacturer's specifications, replacing parts or making other changes to the CLT goods.
(4) Unless acceptance has been expressly agreed, the customer is obliged to inspect the delivered CLT Goods immediately after delivery and to notify us immediately of any defects. Immediacy requires that it is sent at the latest (i) within 5 working days after delivery or (ii) - in the case of a defect that was not recognizable during the inspection after delivery - within 3 working days after discovery of the defect. If, in the cases of (ii), the defect would have been recognizable in normal use of the CLT Goods at an earlier time than the time of discovery, this earlier time shall be decisive for the commencement of the notification period.
(5) For the purposes of these AVB, a working day shall be Monday to Friday, excluding national public holidays.
(6) In the case of CLT Goods intended for assembly, installation or other processing, the inspection must take place prior to these steps; it is the customer's responsibility to refrain from these steps if defects are found.
(7) If the customer fails to carry out the proper inspection or notification, our warranty obligation and liability for the defect concerned shall be excluded.
(8) The customer shall give us the necessary time and opportunity to examine complaints and to provide subsequent performance. Rejected CLT Goods must be made available to us for inspection purposes or we must be given access to them.
(9) We shall bear or reimburse the expenses necessary for inspection and subsequent performance (in particular transport, travel, labor and material costs and, if applicable, removal and installation costs) in accordance with the statutory provisions if a defect actually exists. However, inspection and subsequent performance shall neither include the removal of the defective goods nor the installation of the defect-free CLT goods if we were not originally obliged to install them. If a complaint by the customer proves to be unfounded, we may demand reimbursement of our costs incurred as a result of the complaint, unless the lack of justification was not recognizable to the customer.
(10) It should be noted that wood is a natural material and minor deviations, for example in the appearance in terms of color or grain of the wood, do not constitute a defect.

§ 9 Liability
(1) The use of delivered CLT Goods, in particular for the erection of a structure or for installation in a structure, is exclusively at the customer's risk.
(2) Insofar as we provide contractually owed CLT services, we assume no liability for incorrect information provided to us by the customer and on which our services are based.
(3) We shall not be liable if the customer disregards instructions for use/construction/installation/assembly/use, maintenance or other instructions from us or the manufacturer of the CLT goods, uses parts that do not comply with the original manufacturer's specifications, replaces parts or makes other changes to the CLT goods and damage is attributable to this. The same applies to the improper use of CLT goods.
(4) We shall otherwise be liable without limitation for compensation for damages caused by an intentional or grossly negligent breach of duty by us or by one of our legal representatives or vicarious agents.
(5) In the event of a simple or slightly negligent breach of duty, we shall only be liable (subject to a milder standard of liability in accordance with statutory provisions) for
- for damages resulting from injury to life, limb or health; and
- for damages arising from the breach of material contractual obligations. Essential contractual obligations are those obligations whose fulfillment is essential for the proper execution of the contract and on whose compliance the customer regularly relies and may rely. In this case, our liability shall be limited to the amount of damage typical for the contract and foreseeable at the time the contract was concluded.
(6) The limitations of liability in paragraph (5) shall not apply if we have fraudulently concealed a defect or have assumed a guarantee for the quality of the CLT Goods. In addition, any mandatory statutory liability, in particular under the Product Liability Act, shall remain unaffected.

§ 10 Limitation period for defects
(1) The limitation period for all claims for defects is 12 months from delivery/acceptance.
(2) This shall not apply in the event of intentional or grossly negligent breach of duty, for damages resulting from injury to life, limb or health, in the event of fraudulent concealment of a defect and/or mandatory statutory liability. In these aforementioned cases, the statutory limitation period shall apply exclusively.

§ 11 Place of fulfillment
The place of performance for our deliveries is the warehouse/plant from which we deliver. This also applies to subsequent performance.

§ 12 Choice of law and place of jurisdiction
(1) These GTCS and the contractual relationship between us and the customer shall be governed exclusively by the law of the Federal Republic of Germany. The UN Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
(2) The exclusive - also international - place of jurisdiction for all disputes arising directly or indirectly from these GTCS or the contractual relationship between us and the customer or in connection therewith shall be Munich I.
(3) Mandatory statutory provisions, in particular regarding exclusive places of jurisdiction, shall remain unaffected.

§ 13 Final provisions
(1) If contractual provisions, including these GTC, do not become part of the contract in whole or in part or are void, invalid or unenforceable, the validity of the remaining provisions shall remain unaffected.
(2) If the contract, including these GTC, proves to be incomplete for reasons other than those stated in paragraph (1) (in particular due to the absence of provisions, for example due to overlooking points requiring regulation), the parties shall agree effective provisions in this respect - subject to the possibility and priority of a supplementary interpretation of the contract - which come as close as possible to the economic objectives of the contract.
(3) All amendments, supplements and ancillary agreements between us and the customer must be made in writing to be effective. This shall also apply to any agreement to deviate from this written form requirement.