Terms of delivery and payment for foundry products

General Terms and Conditions of Delivery and Payment (hereinafter: Terms and Conditions of Delivery) for
HegerFerrit GmbH – valid from 16.03.2026

(1) Our deliveries and services are provided exclusively on the basis of the following
Terms and Conditions of Delivery. These are an integral part of all contracts of HegerFerrit GmbH. We do not recognize any deviating terms and conditions unless otherwise agreed in writing. Other or conflicting terms and conditions of the Customer or a third party shall not apply even if we are aware of them and carry out the delivery without reservation or provide the service without reservation. All supplementary or deviating agreements made between us and the Customer for the purpose of executing a contract must be set out in writing in the corresponding contract. Otherwise, the execution of the respective deliveries or provision of the
respective services shall be deemed acceptance of our terms of delivery by the customer, which shall become an integral part of the contract concluded with us.
(2) Our terms of delivery shall also apply in the respective valid version for all future
deliveries, services or offers to the customer, even if they are not agreed again separately
or reference is made to the validity of the terms of delivery.

(3) Our terms of delivery shall only apply to entrepreneurs within the meaning of § 310 para. 1 BGB (German Civil Code).

1. conclusion of contract, scope of delivery
a) The offers submitted by us are non-binding, unless otherwise stated in the order confirmation
or unless we have declared otherwise in writing. A contract shall only be concluded
if we have confirmed an order in writing or if we execute the order.
Verbal promises made by us prior to the conclusion of this contract shall not be legally binding and
verbal agreements between the contracting parties which go beyond the content of the written contract
or which amend these Terms and Conditions of Delivery to our disadvantage shall only be effective and binding between the contracting parties if they are confirmed by us in writing. To comply with the written form stipulated in
these terms of delivery, telecommunication by
fax or e-mail is sufficient.
b) The information contained in brochures and catalogs, such as illustrations, drawings, weights and
dimensions are approximate values customary in the industry, unless they are expressly designated as binding
.
c) We reserve the property rights and
copyrights to illustrations, brochures, calculations and other documents; they may not be made accessible to third parties. This applies in particular to
such written documents which are designated as “confidential”; the customer requires our express written consent before passing them on to third parties
.

2. pricing and terms of payment
a) Our prices are ex works Sembach or Enkenbach-Alsenborn plus packaging, freight,
postage, insurance and the respective statutory value added tax
b) If order-related costs change significantly after conclusion of the contract, the
contracting parties shall agree on an adjustment.
c) Unless otherwise agreed, our invoices are to be paid immediately without deduction to
.
d) The customer is only entitled to withhold or offset payments due to any counterclaims
if undisputed or legally established
payment claims exist.
e) If we have delivered partially defective goods, the customer shall nevertheless be obliged to make payment for
the undisputedly defect-free goods, unless the partial delivery is of no interest to him
.
If we are obliged to make advance payment and circumstances become known to us after conclusion of the contract
which jeopardize our claim for payment due to the customer’s inability to perform,
we may – in addition to the statutory claims based on the retention of title agreed in clause 9 – prohibit the resale and processing of the delivered goods, demand their return or the transfer of indirect possession of the delivered goods at the customer’s expense, and revoke the collection authorization under the conditions of clause 9 letter h). The customer hereby authorizes us to enter his premises in the aforementioned cases and to collect the delivered goods. The taking back of the goods shall only constitute a withdrawalfrom the contract if we expressly declare this.
g) In the event of default of payment, we may, after written notification, suspend the fulfillment of our obligations
until receipt of the payments and make all other claims against the customer due. After setting a reasonable deadline, we are also entitled to withdraw from the contract in this case. The statutory default interest shall apply. We reserve the right to claim further damages, whereby the customer is at liberty to prove the occurrence of lesser damages.
h) The customer shall bear all fees, costs and expenses incurred in connection with any successful legal action against him outside Germany. We have the right to assign our claims against the customer to a third party.

3. delivery time
a) Delivery periods begin with our order confirmation, but not before all details of the
execution have been clarified and all other requirements to be fulfilled by the customer have been met;
the same applies to delivery dates. Deliveries before expiry of the delivery period and partial deliveries are
permissible, provided this is not unreasonable for the customer or does not result in any disadvantages for
use. The day of delivery is the day of notification of readiness for dispatch or collection,
otherwise the day of dispatch. Unless otherwise agreed or unless otherwise stated in the
contractual relationship, the delivery time stated by us is always non-binding.
b) Agreed delivery periods and dates shall be extended or postponed by the period by which the customer is in arrears with his obligations
, without prejudice to our
rights arising from default on the part of the customer. Delivery periods shall be suspended by modifications and
article changes requested by the customer; they shall only begin to run again when the changes have been approved by the customer
. If the customer is in default of acceptance or culpably violates other
obligations to cooperate, we shall be entitled to demand compensation for the damage incurred by us, including any
additional expenses. In this case, the risk of accidental loss
or accidental deterioration of the goods shall also pass to the customer at the point in time at which
the customer is in default of acceptance.
c) The occurrence of default in delivery shall be determined in accordance with the statutory provisions. A reminder
by the customer is required in any case.

4. series deliveries, long-term and call-off contracts
a) Open-ended contracts can be terminated with a notice period of 6 months to the end of each calendar month
.
b) Our prices are calculated on the basis of the agreed order quantities. If no binding
order quantities have been agreed, our calculation shall be based on the agreed target quantities. If
the order quantity or target quantity is not reached, we shall be entitled to increase the price per unit
(including any set-up costs) appropriately.
c) In the case of call-off delivery contracts, unless otherwise agreed, we must be notified of binding quantities
at least 3 months before the delivery date by means of a call-off order. Additional costs caused by a
delayed call-off or subsequent changes to the call-off in terms of time or quantity by
the customer shall be borne by the customer; our calculation shall be decisive in this respect.
d) In the case of series production, an excess or short delivery of up to 5% compared to the order quantity
is permissible due to the special features of the casting process.
5Force majeure and other hindrances
a) Events of force majeure, labor disputes, lockouts and official measures entitle
us to postpone delivery for the duration of the hindrance and a reasonable start-up time
or to withdraw from the contract in whole or in part
due to the part not yet fulfilled. b) Unforeseen circumstances, e.g. operational disruptions,
rejects and reworking, which make it impossible for us to deliver on time despite reasonable
efforts, shall be deemed equivalent to force majeure; we must provide evidence of this.

6. test procedure, acceptance
a) If acceptance has been agreed, the scope and conditions shall be determined at the same time until the conclusion of the contract
. b) If this does not take place, acceptance shall take place to the extent customary for us.

7. dimensions, weights, quantities
a) Deviations in dimensions, weights and quantities within the scope of customary tolerances,
relevant DIN regulations and technical casting requirements are permissible.
b) The delivery weights and quantities determined by us are decisive for the calculation.

8. dispatch and transfer of risk
a) Unless otherwise agreed in writing, the delivery clause “ex works” (lncoterms 2020) shall apply.
This shall also apply if we have undertaken to bear the transport costs.
b) We shall only cover the delivery with
transport insurance at the express request of the customer; the costs incurred in this respect shall be borne by the customer.
c) Goods notified as ready for dispatch must be accepted immediately, otherwise we shall be entitled,
at our discretion, to dispatch them or to store them at
the usual forwarding costs and at the risk of the customer; we shall also be entitled to do the latter if the dispatch assumed by us cannot be carried out through no fault of our own
. The goods shall be deemed delivered
one week after commencement of storage. We shall charge a reasonable rent for the storage of goods in default of collection at
.
d) In the absence of special instructions, the means of transport and the transport route shall be chosen at
our discretion.
e) The risk shall pass to the
customer upon handover to the railroad, the forwarding agent or the carrier or one week after the start
of storage, but at the latest when the goods leave the factory or warehouse, even if we have assumed responsibility for delivery.

9. retention of title
a) All delivered goods shall remain our property (reserved goods) until all
claims have been fulfilled, in particular also the respective balance claims to which we are entitled from the
business relationship. This shall also apply if payments are made on specially designated
claims. If the customer is in default of payment, we are entitled to demand the
return of the delivered goods. The costs for this shall be borne by the customer. This shall not apply
if insolvency proceedings have been applied for or instituted against the customer, on the basis of which we are not
entitled to demand the immediate return of the delivered goods.
b) The taking back of the goods, the assertion of the retention of title or the seizure of the
delivery items by us shall not be deemed a withdrawal from the contract, unless we expressly declare this in writing to
.
c) The customer shall always carry out the processing or treatment of the delivered goods for us. If the
reserved goods are processed or inseparably
combined with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the
invoice value of the goods to the other processed or mixed items at the time
of processing.
d) If our ownership expires as a result of combining or mixing, the customer hereby assigns to us
the ownership rights to which it is entitled to the new stock or item to the extent of the
invoice value of the goods subject to retention of title and shall store them for us free of charge. The co-ownership rights arising hereafter
shall be deemed to be reserved goods within the meaning of letter a).
e) The customer may only sell the reserved goods in the ordinary course of business under his normal
terms and conditions and, as long as he is not in default, provided that the
claims from the resale are transferred to us in accordance with letters f) and g). He is not entitled to
dispose of the goods subject to retention of title in any other way.
f) The customer’s claims arising from the resale of the goods subject to retention of title are hereby assigned to us
. They shall serve as security to the same extent as the reserved goods.
g) If the reserved goods are sold by the customer together with other goods not supplied by us
, the assignment of the claim from the resale shall only apply to the amount of our
invoice value of the reserved goods sold in each case. In the case of the sale of goods in which
we have co-ownership shares in accordance with letter b), the assignment of the claim shall apply to the amount of these
co-ownership shares. We hereby accept the assignment.
h) The customer is entitled to collect claims from the sale in accordance with letters e) and f) until
our revocation. We have the right of revocation in the cases mentioned in clause 9,
if the customer is in default of payment, an application for the opening of insolvency proceedings
has been filed or payments have been suspended. In these cases, the customer is obliged to inform us
immediately of the assigned claims and their debtors, to provide all information necessary for
collection, to hand over the associated documents and to inform
the debtors of the assignment. The customer is not authorized to assign the claims in any
case.
i) If the value of the existing securities exceeds the secured claims by more
than 10% in total, we are obliged to release securities of our choice to this extent. The customer must inform us immediately
of any
seizure or other impairments by third parties.

10. Liability for material defects
a) We shall be liable for the faultless manufacture of the parts supplied by us in accordance with the technical delivery specifications agreed at
. In particular with regard to the
intended use, the customer shall be responsible for proper design in compliance with
any safety regulations, selection of the material and the necessary test procedures,
correctness and completeness of the technical delivery specifications and the
technical documents and drawings provided to us as well as for the execution of the
production equipment provided, even if changes are proposed by us which
meet with his approval. The time of the transfer of risk to
shall be decisive for the contractual condition of the goods.
b) We shall not be liable for only insignificant deviations from the agreed quality, for only
insignificant impairment of usability and for defects caused by unsuitable or
improper use, faulty assembly or commissioning and normal wear and tear. If improper modifications or repair work have been carried out by the customer or third parties, we shall also not be liable for these and the resulting consequences.

c) The customer must give written notice of material defects immediately after receipt of the goods at the place of destination, hidden defects immediately after discovery of the defect.
d) In the event of an agreed acceptance or initial sample inspection in accordance with clause 6, the notification of defects which could have been detected in the process is excluded.
e) We must be given the opportunity to determine the notified defect. In urgent cases involving risks to operational safety or to prevent disproportionately large damage to the customer, we must immediately determine the defect complained of. Rejected goods must be returned to us immediately upon request. If the customer does not comply with these obligations or makes changes to the goods already complained about without our
written consent, he shall lose any
rights due to the material defect.
f) In the event of a justified, timely notice of defects, we shall, at our discretion, either repair the goods complained about
or deliver a faultless replacement (subsequent performance).
g) If we do not fulfill our warranty obligations or do not do so within a
reasonable period of time or if the rectification of defects is initially unsuccessful, the customer must set
a final deadline in writing within which we must fulfill our obligations
. It is not necessary to set a deadline if it would be unreasonable for the customer. After
unsuccessful expiry of this period, the customer may, at his discretion, demand a reduction in price, withdraw from the contract
or carry out the necessary rectification himself or have it carried out by a third party at
our expense and risk. If the rectification of defects was successfully carried out by the
purchaser or a third party, all claims of the purchaser for reimbursement of the
necessary costs incurred by him shall be settled.
h) Claims of the purchaser due to the expenses necessary for the purpose of subsequent performance,
which result from the fact that the goods are moved to another location after delivery, are
excluded insofar as they increase the expenses, unless the relocation corresponds to the
intended use.
i) The customer’s statutory rights of recourse against us shall only exist insofar as the customer
has not made any agreements with his customer that go beyond the statutory claims for defects
.
j) Further claims of the customer are excluded in accordance with clause 13.
k) The warranty shall lapse if the customer modifies the goods
or has them modified by third parties without our written consent and this makes it impossible or
unreasonably difficult to remedy the defect. In any case, the customer shall bear the
additional costs of remedying the defect resulting from the modification.
l) The customer shall be responsible for providing evidence of a defect.

11. order-related production equipment, parts to be cast in
a) Order-related production equipment such as models, templates, core boxes, molds,
casting tools, devices and control gauges provided by the customer are to be sent to us free of charge
. The conformity of the production equipment provided by the customer
with the contractual specifications or drawings or samples provided to us shall only be checked by us
on the basis of express agreements. We may modify
production equipment provided by the customer if we deem this necessary for technical casting reasons
and the workpiece is not changed as a result.
b) The customer shall bear the costs for the modification, maintenance and replacement of his production equipment
.
c) The production equipment shall be treated and stored by us with the care that we use in
our own affairs. We shall not be liable for accidental loss or
deterioration of the production equipment. We may return production equipment of the customer that is no longer required by us at the customer’s expense and risk or, if the customer does not comply with our request for collection within a reasonable period of time, we may store it at the usual costs and destroy it after setting a reasonable deadline and issuing a warning.
d) Order-related production equipment manufactured by us on behalf of the customer or procured by
shall remain our property even if pro rata costs are charged. They shall be stored by us
free of charge for a period of 1 year after the last casting. If, in deviation from
para. 1, it is agreed that the customer shall become the owner of the equipment, ownership shall be transferred to him upon payment of the agreed price or share of the costs. The handover of the equipment
shall be replaced by our obligation to store it. The custody relationship may be terminated by the customer
at the earliest two years after the transfer of ownership, unless there is an important reason
.
e) The customer may only assert claims arising from copyright or industrial property rights to the extent that
it refers to the existence of such rights and expressly reserves them.
f) If rejects are produced when using a production device that can only be used once, the customer must either provide a new production device or bear the costs of the replacement device.
g) Parts to be cast in by us must be delivered by the customer dimensionally accurate and in perfect condition.
Any parts that become unusable due to rejects shall be replaced by the customer free of charge.
h) The costs incurred for re-sampling the production equipment (requalification costs)
following an interruption in the acceptance of sampled cast parts (interruption in delivery) shall be borne by the customer.

12. confidentiality
a) Each contracting party shall use all documents (including samples, models and data) and
knowledge received from the business relationship only for the jointly pursued purposes
and shall keep them secret from third parties with the same care as its own corresponding documents and knowledge
if the other contracting party designates them as confidential or
has an obvious interest in their confidentiality.
b) This obligation begins from the first receipt of the documents or knowledge and ends 36
months after the end of the business relationship.

13. general limitation of liability
a) Unless otherwise stated below, other and further claims of the
customer against us, irrespective of the legal grounds, in particular for breach of obligations
arising from the contractual obligation and from tort, are excluded.
b) This limitation of liability shall not apply in cases of mandatory liability, e.g. in accordance with the
Product Liability Act, in cases of intent, gross negligence on the part of legal representatives or
executive employees and in cases of culpable breach of material contractual obligations. In the event of
culpable breach of material contractual obligations, we shall only be liable – except in cases of intent
or gross negligence on the part of our legal representatives or executives – for reasonably foreseeable damage typical of the contract
. It also does not apply to damages arising from
injury to life, body or health and in the absence of a guaranteed
quality, if and insofar as the purpose of the guarantee is precisely to protect the customer against damage that
has not occurred to the delivered goods themselves.
c) Insofar as our liability is excluded or limited, this shall also apply to the personal
liability of our employees, workers, staff, legal representatives and vicarious agents.
d) Claims for damages and material defects to which the customer is entitled against us shall lapse one
year after delivery of the goods to the buyer or, if acceptance is required, from
acceptance. This shall not apply to claims for damages based on intentional injury to
life, body or health or claims for damages under the
Product Liability Act. The statutory provisions on suspension of expiry, suspension and
recommencement of the time limits remain unaffected.

14. place of performance and place of jurisdiction
a) If the customer is a merchant, the place of jurisdiction is Kaiserslautern – insofar as legally permissible.
However, we are also entitled to sue the customer at the court of his registered office.
b) Unless otherwise stated in the order confirmation, the place of performance for our
services is the location of our respective delivery plant. For payment obligations, the place of performance is the
location of the respective supplying plant.

15. applicable law
The legal relationship between the parties shall be governed exclusively by German law
to the exclusion of the UN Convention on Contracts for the International Sale of Goods (UNCITRAL/CISG).

16. partial invalidity
Should individual provisions of these Terms and Conditions of Delivery be wholly or partially invalid or void
, the contracting parties undertake to agree to a provision which largely achieves the meaning and purpose of the invalid or void provision
.

17. partnership clause
The economic circumstances of the contracting parties, the nature, scope and duration of the
business relationship and the value of the goods should also be taken into account appropriately in good faith in all compensation payments, in particular in the amount of compensation.
Status: 16.03.2026