General Terms and Conditions of ScanDiesel GmbH

1.Scope and Deviating Agreements
1.1. The following conditions apply to all purchase, work, work-supply or other contracts with ScanDieselGmbH and the companies affiliated with it (hereinafter also “we” or “Contractor”), in particular in connectionwith inspection, maintenance, repair, optimization orders as well as for deliveries and other services relating toengines, pumps, combined heat and power plants, compressors, assemblies or individual parts includingplanning, design, manufacture, rental of machines and machine parts (if not specified otherwise, hereinafteralso referred to as the “Contract Object”). They apply only if the customer is an entrepreneur (within themeaning of § 14 BGB), a legal entity under public law or a special public fund and acts in the exercise of hiscommercial or independent professional activity (“Client”).

1.2. These GTCs apply in the version valid at the time of the Client’s order and in any case also as a framework agreement for similar future contracts, without us having to refer to them again in each individual case.

1.3. Our GTCs apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the Client (e.g. purchasing conditions) only become part of the contract if we have expressly agreed to their validity in writing. This requirement of consent applies in any case, for example also if we do not explicitly object to the Client’s GTCs in the individual case or if we carry out the delivery or our performance to him unreservedly in knowledge of the Client’s GTCs.

1.4. Individually agreed provisions made at or after conclusion of the contract with the Client (including ancillary agreements, additions and amendments) shall in any case take precedence over these GTCs. Except for managing directors or holders of procuration, our employees are not authorized to agree to arrangements deviating from written agreements or these GTCs, unless they are authorized to do so by a written power of attorney that is known to the Client. Subject to proof to the contrary, the content of individual agreements shall be determined by a written contract or our written confirmation.

2.Offers and Conclusion of Contract
2.1. Unless we have expressly designated our offers as binding in writing, they are non-binding and subject tochange, an intermediate sale is reserved to us.

2.2. The order by the Client is deemed a binding contract offer. We may accept the offer within 2 weeks after receiving receipt. A contract is only concluded upon written or text form confirmation or by a conclusive act, such as delivery or performance of the ordered service.

2.3. Drawings, illustrations, dimensions, weights or other specifications or data relating to delivery and performance are only binding if these have been jointly agreed and bindingness has been expressly agreed in writing.

2.4. We reserve all rights to all offers submitted by us and to drawings, illustrations, calculations, brochures, catalogs, models, tools and other documents and aids made available to the Client. These items and documents may only be used within the scope contractually permitted, in particular they may not be used for the reproduction of identical or similar products. They may not be made accessible or disclosed to third parties, used by the Client or by third parties, or reproduced without our express consent. At our request, the Client shall return these documents and items to us in full and destroy any copies made and, where applicable, delete them with proof, insofar as they are no longer required by him in the ordinary course of business or if negotiations do not lead to the conclusion of a contract.

3.Cost estimates for services, quotations for work performances and work-supplies concerning non-fungible items
3.1. Unless expressly agreed otherwise, we give no warranty for the accuracy of any cost estimates orquotations submitted by us. They are generally non-binding. Prices are stated net and are subject to thestatutory value added tax applicable at the time of performance.

3.2. If in the performance of work or work-supplies concerning non-fungible items a material overrun of the quotation is to be expected with unchanged scope of performance, we shall notify this without delay and obtain the Client’s consent before carrying out further work.

3.3. A material overrun is generally not assumed if the overrun does not exceed 10% of the quoted net final price of the estimate, with unchanged scope of performance.

3.4. In the event of a material overrun the Client shall have a right of termination. If this is exercised, we are entitled to remuneration corresponding to the work performed and to compensation for expenses not included in the remuneration.

3.5. If this is agreed in the individual case, the services provided, and expenses incurred for the preparation of an estimate will be charged to the Client. If the contract is subsequently concluded, the preparatory work shall be covered by the agreed remuneration.

3.6. Clauses 2.3 and 2.4 apply accordingly to cost estimates and enclosed documents.

4.Orders for inspections, maintenance, restorations, repairs, optimizations and other services
4.1. The scope of the respective inspections, maintenance, restorations, repairs, optimizations and otherservices shall be determined by the Client. If this is not possible, we shall determine the scope of the servicesto be performed after consultation with the Client. In order form or in an order confirmation, the services to beprovided pursuant thereto shall be specified. The expected or binding period of performance shall be indicatedtherein.

4.2. If, during processing, but not recognizable at the time of acceptance of the order, it becomes apparent that the Contract Object is not repairable or irreparable, we are entitled to invoice the work performed up to that finding to the Client. Insofar as, during processing, but not recognizable at the time of acceptance of the order, it becomes apparent that the execution of the restoration or repair is uneconomical, we shall notify the Client immediately to obtain a binding decision by the Client on the further processing of the order. If the Client decides not to have the order carried out because of its uneconomical nature, we shall be entitled to remuneration for the work performed up to that point on the basis of our hourly rates according to the respectively current price list or on the basis of an offer previously made.

4.3. We perform inspections, maintenance, restorations, repairs, optimizations and other services in accordance with the recognized rules of technology and the respective applicable quality guidelines of the Association of Engine Repair Companies (Gütergemeinschaft der Motoreninstandsetzungsbetriebe e.V.) in the version valid at the time of performance, or we manufacture parts according to these specifications. We are entitled to deviate from or not to apply manufacturer repair and maintenance regulations that go beyond this.

4.4. Unless expressly agreed otherwise with the Client, we shall, for the provision of services, also use parts manufactured by us which are usually equivalent or of better quality than the original parts.

4.5. We are entitled to engage vicarious agents for the provision of services.

5.Sale and work-supplies
5.1. The subject matter of the Contractor’s obligation may also be the delivery of new, used, serviced orreconditioned engines, machines, assemblies, exchange and individual parts or by-products, e.g. coolants orlubricants or the delivery of sliding bearings manufactured according to the Client’s individual specifications(“Purchase Object”). Clause 4.4 applies accordingly.

5.2. Unless explicitly agreed, the delivery of digital content or digital services including updates (upgrades or updates) is not part of the Contractor’s obligation under a purchase contract.

6.Prices and trade-in of used parts
6.1. The prices apply to the scope of performance and delivery listed in the order confirmations. Additional orspecial services will be invoiced separately. All prices are quoted in EUR. Our list prices valid at the time ofconclusion of the contract apply plus the statutory value added tax applicable at the time of performance.Travel, transport and other costs for orders under clause 4, which are to be carried out at the Client’s premisesor at a place designated by the Client, shall be borne by the Client. This applies accordingly if the servicepursuant to clause 4 cannot be carried out at the Client’s premises or only with disproportionate effort andadditional costs (in particular travel and transport costs) arise for the Contractor to fulfill the service obligationsunder clause 4.

6.2. For deliveries and services pursuant to clause 5, prices are ex works plus packaging, transport and insurance costs, where applicable costs for assembly and commissioning, in the case of export deliveries customs as well as fees and other public charges.

6.3. Pallets, containers or other reusable packaging remain our property and must be returned to our place of delivery by the Client immediately and freight-free. Single-use packaging will not be accepted back.

6.4. Instead of original parts, we also supply exchange or alternative parts kept in stock that are certified and/or of equivalent quality (“Exchange Parts”). If agreed in writing or in text form between the parties, the Client may, when purchasing Exchange Parts, trade in corresponding construction- and type-identical used engines, used assemblies or individual parts (“Used Parts”) in accordance with the following provisions. These Used Parts must not have defects or other faults that are not due to normal wear and tear. The value of Used Parts traded in by the Client for the payment of our services depends on whether and to what extent these Used Parts are repairable. For the Exchange Part a base price as well as a security deposit (“pledge value”) for the case that the Used Part is only partially or not repairable is to be paid initially. According to the results of the examination of the repairability, we shall reimburse the pledge value in full or proportionally and accept the trade-in of the Used Part. If it is only established later, e.g. after refund of the pledge value, that the Used Parts are not or not to the expected extent repairable, we are entitled to subsequent claims.

7.Payments
7.1. Invoice amounts are to be paid within eight days after invoicing, without any deduction, unless otherwiseagreed. § 641 para. 1 BGB remains unaffected for work performances. Timely payment is deemed to havebeen made when the amount has been fully credited to the contractually specified or the bank accountcommunicated in writing and by post. Payments to other bank accounts do not have a discharging effect.Payment by cheque or bill of exchange is excluded.

7.2. Complaints or objections to the invoices issued should, unless the circumstances indicate otherwise, be made within eight days after handing over the respective invoice. A failure to notify, however, does not affect the Client’s rights.

7.3 Set-off with counterclaims of the Client or retention of payments on account of such claims is only permitted insofar as the counterclaims are undisputed, acknowledged or legally established and in the case of set-off with claims which stand in a mutual relationship to our claim. A right of retention is furthermore only available to the Client insofar as the reason for the right of retention is based on the same contractual relationship.

7.4. If the Client is in default with a payment, the statutory provisions shall apply.

7.5. In the case of extensive material expenses and long-term work in the context of orders pursuant to clause 4 and services, it is within our discretion to require a reasonable advance payment as a cost advance.

8.Place of performance, delivery and completion
8.1. Delivery of purchase objects shall be ex works (Incoterms® 2020) from our works in Bremen, which is alsothe place of performance, unless otherwise agreed. The place of performance for the services pursuant toclause 4 shall, unless otherwise agreed, be our registered office, unless the services are mandatorily to beperformed at the Client’s premises or at a place designated by him.

8.2. Completion deadlines or dates for deliveries and services stated by us as an indication are always approximate, unless a fixed period or a fixed date is expressly promised or agreed. If dispatch has been agreed, delivery periods and delivery dates refer to the time of handover to the carrier, forwarder or other person commissioned by the transport.

8.3. Our delivery obligations are subject to correct and timely self-supply, unless the incorrect or late self-supply is attributable to us or our supplier or we have undertaken in an individual case to procure in a timely manner (guarantee).

8.4. If the Client changes or extends the originally agreed scope of work and completion or delivery is delayed as a result, we are not liable for this. In such case, we will inform the Client of a new completion or delivery date stating the reasons.

8.5. Unforeseeable, unavoidable and beyond our sphere of influence and not attributable to us events of force majeure such as war, terrorist acts, epidemics, natural disasters, strikes, lockouts, occupation of factories and premises, official measures, lack of energy, material or raw materials, fire and explosion damages, traffic and operational disruptions, sovereign acts (whether lawful or unlawful) or similar events relieve us from the obligation to deliver or perform in time for their duration. This applies even if these events occur at a time when we are already in default. Agreed dates/deadlines shall be extended by the duration of the disruption; the Client shall be informed of the occurrence and the end of the disruption in an appropriate manner. We are not obliged to procure replacement goods from third parties. If the end of the disruption is not foreseeable or it lasts longer than two months, each party is entitled to withdraw from the contract with regard to the scope of performance affected.

8.6. The completion or delivery time shall be extended, if necessary, by the period during which the Client is in arrears with the delivery of necessary parts to be provided by him. We are entitled, after setting a fruitless grace period, to terminate the contract and to invoice the Client for the work already carried out.

9.Transfer of risk
9.1. If the purchase object is dispatched to the Client or to a place indicated by him at his request, the risk ofaccidental loss or accidental deterioration of the contract object as well as the risk of delay shall pass to theClient on dispatch, at the latest on handover of the delivery object to the respective transport person (wherebythe start of the loading process is decisive). This also applies if partial deliveries are made or we haveundertaken further services (for example shipping, transport or installation). This applies regardless of whobears the freight costs.

9.2. If dispatch or handover to the transport person is delayed due to a circumstance whose cause lies with the Client, the risk described in clause 9.1 shall pass to him upon notification of readiness for dispatch.

9.3. If collection is agreed at a specific date or the Client has been notified of the possibility of collection at least 5 days in advance, the risk of accidental loss or accidental deterioration of the purchase object shall pass to the Client at the agreed or notified collection date. During such default of acceptance, we shall only be liable for intent and gross negligence.

10.Acceptance and Acceptance Fiction
10.1. Acceptance of a work takes place at our premises, unless otherwise agreed.

10.2. A work shall be deemed accepted if, after completion of the work, we have set a reasonable period for acceptance and the Client has not refused acceptance within this period with justification by stating at least one defect. The warranty period shall commence with this acceptance fiction.

10.3. If the Client does not collect the Contract Object from us within a reasonable time after the completion of the work, it will be stored and, if necessary, conserved at the Client’s expense. During such default of acceptance, we shall only be liable for intent and gross negligence.

11.Retention of title
11.1. The delivered purchase object remains our property until full payment of all claims already arisen andfuture claims arising between us and the Client from the entire business relationship with the Client, includingbalance claims from a current account relationship limited to this contractual relationship. In case of breachesof duty by the Client in breach of contract, in particular in case of default in payment, we shall be entitled torescind the contract if we have previously set the purchaser an unsuccessful reasonable period for payment orif such a setting of a period is dispensable under the statutory provisions. The claiming of the purchase objectconstitutes a rescission from the contract.

11.2. The Client is obliged to store the purchase object delivered under retention of title at his own expense with care and, if necessary, to maintain and repair it. He is obliged to insure the purchase object at his own expense against fire, water damage, burglary, theft and damage. The Client is furthermore obliged to notify us in writing or in text form of any damage to the purchase object without delay.

11.3. If the Client is a trader, he is entitled to resell the purchase object in the ordinary course of business. In this case, however, the Client hereby already assigns to us the claims to which he is entitled against his purchasers (extended retention of title). The same applies to other claims which replace the purchase object or otherwise arise in connection with the purchase object, such as insurance claims or claims in tort for loss or destruction. We accept these declarations of assignment. The Client shall remain authorized to collect these claims as long as he is not in default towards us. If the Client is in default with payment, we are entitled to revoke the authority to resell and collect the purchase object in writing or in text form. In this case the Client is obliged to provide us with all information, documentation and other records from which it can be seen which purchasers we have claims against on account of the extended retention of title, so that we are able to assert these claims directly against the purchasers.

11.4. The Client agrees that if he processes the delivered purchase object further, such processing shall always be carried out for us. We shall acquire immediate ownership of the new item. Pledging and transfer of ownership as security are not permitted.

11.5. If the purchase object is connected or mixed with other items, we shall acquire co-ownership of the new item in proportion to the value of the purchase object (invoice final amount including the value added tax applicable at the time of performance) to the value of the new item. If the other item is to be regarded as the main item, we and the Client agree that the Client shall transfer to us proportionate co-ownership of this item insofar as the main item is owned by him. The Client shall store this item for us free of charge.

11.6. If the securities to which we are entitled under the above provisions exceed the claims to be secured by more than 10%, or the nominal amount of the goods subject to reservation by more than 50%, we shall be obliged, at the Client’s request, to release the excess securities at our election.

11.7. Parts, tools, measuring instruments or materials provided by us remain our property. They must be stored separately from other items free of charge and with the care of a prudent businessman and marked as our property. They may only be used for the execution of our order. Damages to provided parts or materials shall be reimbursed.

12.Lien, realization, storage costs
12.1. The Client and we agree that we shall have a contractual lien on all items — also those not owned by theClient — which are manufactured or repaired by us with the knowledge and will of the Client and have comeinto our possession. The lien extends to all claims due to us from the underlying contract.

12.2. If the Client is in default with payment for a period longer than two months, we shall furthermore be entitled, after prior written notification and after expiry of a further waiting period of four weeks, to realize the object by public auction and, if market prices are available, by private sale. Any proceeds of realization which exceed our principal claims shall accrue to the Client; we are entitled to deduct from the proceeds, in addition to the principal claim and the interest accrued, also the costs incurred by the realization.

12.3. If for operational reasons we are unable to store the pledged object, we may demand reimbursement of the costs incurred by alternative storage.

13.Warranty for defects
13.1. Unless otherwise regulated below, any warranty rights of the Client shall be governed by the provisionsof the German Civil Code. Ordinary wear and tear, in particular impairments caused by external influences notbased on the purchase object itself, do not constitute a defect. The Contractor does not assume any warrantyin this respect. A particular quality of the object based on public statements by us or a member of thecontractual chain is not owed.

13.2. Recourse claims against us pursuant to § 445a BGB are excluded insofar as we were not explicitly informed before conclusion of the contract that the purchase object was to be resold by the Client.

13.3. If the Client is a merchant, the statutory duties to inspect and give notice of defects in accordance with §§ 377, 381 paras. 2 HGB shall apply to a commercial sale. If the purchase object is intended for installation or other further processing, an inspection must be carried out immediately prior to installation or processing. If a defect becomes apparent upon delivery, inspection or at any later time, we must be notified of this immediately in writing. In any case, obvious defects shall be notified in writing within 3 working days from delivery and defects not detectable at inspection within the same period from discovery. If the Client fails to carry out the proper inspection and/or notice of defects, our liability for the defect not or not timely or not properly notified shall be excluded in accordance with the statutory provisions.

13.4. In the event of remedying defects, we are obliged to bear all expenses necessary for the purpose of remedying the defect, in particular transport, travel, labour and material costs pursuant to the statutory provisions, if these are not increased by the fact that the object has been taken to a place other than the place of performance.

13.5. Any warranty rights must be asserted by the Client against us in writing or in text form.

13.6. The processing of individual contract items is carried out only to the agreed extent. The warranty for material defects does not extend to an additional functional capability of individual parts. These are not the subject of our warranty for material defects unless otherwise agreed in writing. In particular, no guarantee of durability shall be assumed without a separate written agreement.

13.7. If the Client himself carries out or has carried out the assembly or installation of the delivered Contract Object — in accordance with the contractual obligations — no defect of the Contract Object shall be deemed to exist, insofar as the Client has not carried out or had carried out the assembly or installation in a proper manner. Warranty rights and/or claims for damages of the Client are excluded to that extent.

13.8. In the case of delivery of used spare parts, the warranty for material defects is excluded and liability is determined exclusively according to clause 14. This does not apply if the serviced item is to be qualified as newly manufactured.

14.Liability
14.1. Unless otherwise regulated in this clause 14, claims of the Client for damages and reimbursement offutile expenses against us, our bodies and legal representatives and/or vicarious agents, regardless of thelegal grounds, in particular for breach of contractual obligation and/or from tort, are excluded.

14.2. The exclusion of liability pursuant to clause 14.1 does not apply
•for damages of the Client from injury to life, body or health.
•for damages of the Client which we, one of our legal representatives or vicarious agents have causedby intent, gross negligence or by slightly negligent breach of essential contractual obligations (cf.clause 15.1).
•within the scope of a guarantee promise, insofar as agreed.
•for liability under the Product Liability Act, insofar as applicable.

14.3. In the cases mentioned in clause 14.2 we shall be liable pursuant to the statutory provisions, whereby the scope of liability for a slightly negligent breach of essential contractual obligations is limited to compensation for the contract-typical, foreseeable damage.

14.4. Insofar as we provide technical information or act in an advisory capacity and these statements or consultations do not belong to the scope of performance owed by us under the contract, they are made free of charge and, subject to the provisions of clause 14.2, exclude any liability.

15.Limitation
15.1. The Client’s claims for defects shall become statute-barred within one year of acceptance or delivery ofthe object. The shortening of the limitation period does not apply to personal injuries (life, body, health) causedculpably by us, to claims for damages arising from slightly negligent breach of essential contractual obligationsor under the Product Liability Act as well as to claims for damages based on an intentional or grossly negligentbreach of duty by us, our legal representatives or vicarious agents. Essential contractual obligations are thoseobligations whose fulfillment enables the proper performance of the contract in the first place and oncompliance with which the Client regularly relies on and may rely. It also does not apply insofar as the lawprescribes longer periods according to § 438 para. 1 no. 2 (buildings and items for buildings), §§ 478, 479(supplier recourse) and § 634a para. 1 no. 2 (construction defects). In the case of fraudulently concealeddefects, the statutory limitation period shall remain. If the Client accepts a defective work in knowledge of amaterial defect, he shall only have claims for material defects if he reserves these at the time of acceptance.

15.2. Recourse claims of the Client against the Contractor pursuant to § 445a BGB shall become time-barred at the latest five years after the time at which the Contractor handed over the object to the Client. This does not apply to deliveries with digital content.

15.3. All other claims of the Client — for whatever legal reason — shall become time-barred within 12 months since the acquisition of knowledge.

16.Use of software
16.1. If software is included in the scope of delivery, the Client is granted a non-exclusive and non-transferableright to use the delivered software including its documentation for an unlimited period of time. It is provided foruse on the Contract Object for which it is intended. Use of the software on a device other than the device forwhich it is intended is prohibited.

16.2. The Client may only reproduce, modify, translate or convert the software from object code into source code to the extent permitted by law (§§ 69a et seq. UrhG). The Client undertakes not to remove or change manufacturer indications — in particular copyright notices — without prior express consent.

16.3. All other rights to the software and the documentation including copies remain with us or the software supplier. The granting of sublicenses is not permitted.

17.Export control
17.1. The Client shall comply with the applicable export control and sanctions provisions, in particular of theEuropean Union (EU) and the United States of America (USA). The Client will inform the Contractor inadvance and provide all information (including end-use) necessary for the Contractor to comply with exportcontrol provisions, in particular if our products are ordered for use in connection with a) a country or territory, anatural or legal person which is subject to restrictions or prohibitions under EU, US or other applicable exportcontrol and sanctions rules or b) the design, development, production or use of military or nuclear goods,chemical or biological weapons, missiles, space or aeronautical applications and carrier systems therefor.

17.2. The fulfillment of the contractual obligations by the Contractor is subject to the condition that the applicable export control provisions do not oppose this. In such a case, the Contractor is entitled to refuse or withhold performance of the contract without any liability towards the Client. Access to and use of the delivered Contract Object may only take place if the above-mentioned checks and assurances by the Client have been carried out; otherwise, the Client shall refrain from the intended export.

17.3. The Client undertakes, when passing on the Contract Object delivered by us to third parties, to oblige these third parties in the same way as in clauses 17.1 to 17.3 of these GTCs and to inform them about the necessity of complying with such legal provisions.

17.4. If delivery outside the Federal Republic of Germany has been agreed, the Client shall ensure at his own expense that all national import regulations of the first country of delivery are complied with respect to the respective purchase object.

17.5. The Client shall indemnify the Contractor against all damages and expenses arising from a culpable breach of the foregoing obligations.

18.Confidentiality
18.1. The Client undertakes to keep confidential all non-public technical and commercial information and tradesecrets entrusted to or made known to him during the business relationship and to keep them secret from thirdparties during and after termination of the contract. Companies affiliated with the Client within the meaning of§§ 15 ff. AktG shall not be regarded as third parties within the meaning of this paragraph.

18.2. Observation, examination, disassembly or testing (reverse engineering) of a product delivered by us is prohibited.

18.3. The Client may only advertise his business relationship with us with our prior written consent.

19. Final provisions
19.1. The exclusive place of jurisdiction for all disputes arising from or in connection with the legal relationshipwith the Client shall be our place of business, insofar as the Client is a merchant, a legal entity under publiclaw or a special public fund. Otherwise, the statutory provisions shall apply.

19.2. The law of the Federal Republic of Germany shall apply to the exclusion of German conflict of law rules and the provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

19.3. The contracts concluded under these conditions shall remain binding for the Client even in the event of the invalidity of individual provisions.

Issued 01.01.2025 – valid until revoked