General Terms and Conditions (GTC)

DILO Armaturen und Anlagen GmbH

DILO Service GmbH

DILO Grid Solutions GmbH

DILO Hydrogen GmbH

Frundsbergstr. 36, 87727 Babenhausen

(05/2025)

1. Scope, Form

These General Terms and Conditions (GTC) apply to all business relationships between DILO Armaturen und Anlagen GmbH, DILO Service GmbH, DILO Grid Solutions GmbH and DILO Hydrogen GmbH (hereinafter referred to as DILO in each case) and their respective customers (Contractual Partner). The GTC only apply if the Contractual Partner is an entrepreneur (within the meaning of Section 14 of the German Civil Code (BGB)), a legal entity under public law or a special fund under public law.
These GTC apply in particular to contracts for the sale and/or delivery of movable goods ("goods") and the provision of services by DILO or a third party on behalf of DILO, irrespective of whether DILO has manufactured the goods itself or purchased them from suppliers (Sections 433, 650 BGB). In the following, the delivery of goods or the provision of services is summarized under the term DILO Products.
Unless otherwise agreed, the GTC in the version valid at the time of the Contractual Partner's order or in any case in the last version communicated to him in text form shall also apply as a framework agreement for similar future contracts without us having to refer to them again in each individual case. The current version of the GTC can be viewed at www.dilo.eu/en/gtc
These GTC apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the Contractual Partner shall only become part of the contract if and to the extent that DILO has expressly agreed to their validity. This requirement of consent shall apply in any case, for example even if DILO carries out or has carried out the delivery to the Contractual Partner without reservation in the knowledge of the Contractual Partner's general terms and conditions.
Individual agreements made with the Contractual Partner in individual cases (including collateral agreements, supplements and amendments) shall in any case take precedence over these GTC. Subject to proof to the contrary, a written contract or our written confirmation shall be decisive for the content of such agreements.
Declarations and notifications by the Contractual Partner in relation to the contract (e.g. setting a deadline, notification of defects, withdrawal or reduction) must be made in writing, i.e. in written or text form (e.g. letter, e-mail, fax).
References to the validity of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions shall therefore apply unless they are directly amended or expressly excluded in these GTC.

2. Conclusion of Contract

Offers are subject to change and non-binding. This also applies if DILO has provided the Contractual Partner with catalogs, technical documentation (e.g. drawings, plans, calculations, calculations, references to DIN standards), other product descriptions or documents - also in electronic form - to which DILO has reserved property rights and copyrights.
The order of DILO Products by the Contractual Partner is deemed to be a binding contractual offer. Unless otherwise stated in the order, we are entitled to accept this contractual offer within four (4) weeks of its receipt by us.
Acceptance can be declared either in writing (e.g. by order confirmation) or by delivery of DILO Products or by provision of the service to the Contractual Partner.
Acceptance of the contract is subject to the provision that there are no obstacles due to national and/or international legal provisions, in particular European and (US re-) export control laws, as well as embargo regulations or other export restrictions of a national or international nature.
When reselling and passing on DILO Products to third parties, the Contractual Partner must comply with the applicable provisions of national and international (in particular US re-) export control law. In any case, the Contractual Partner must observe and comply with the (re-)export control regulations of the Federal Republic of Germany, the European Union and the United States of America when reselling DILO Products to third parties.
The Contractual Partner undertakes vis-à-vis DILO, in the event of the resale and transfer of DILO Products to third parties, in particular to check and take appropriate measures to ensure that:

a. the terms and conditions of all relevant and currently applicable sanctions lists of the European Union and, if relevant, of the United States of America regarding legal transactions with companies, persons or organizations listed therein are complied with;

b. it does not violate an embargo of the European Union, the United States of America, if relevant, and/or the United Nations - also taking into account any restrictions on domestic business and any prohibitions on circumvention - by selling or transferring DILO Products or providing services related to them to third parties; and

c. DILO Products are expressly not supplied to third parties for military, in particular prohibited or subject to authorization, armaments-related, nuclear or weapons-related use, unless the necessary authorizations have been obtained and do not violate other currently valid international sanctions regulations.'
If export control checks are carried out within DILO or at the request of external authorities, the Contractual Partner must, at DILO's request, immediately provide DILO with all information and/or documentation available to it about

a. the final recipient (name, address, contact details of a contact person)
b. the end-use (company, address, contact details of a contact person)
c. the intended use

of the DILO Products supplied by the Contractual Partner to third parties and any services provided by the Contractual Partner in this connection, as well as any export control restrictions applicable in this respect.
The Contractual Partner must immediately and fully indemnify DILO against all claims asserted against DILO by authorities or other third parties due to the Contractual Partner's failure to comply with or breach of the above export control obligations and undertakes to compensate DILO for all damages and expenses (legal fees, etc.) incurred by DILO in this connection. In this context, DILO is entitled to demand advance payments.
If the Contractual Partner instructs DILO to deliver directly to a third party (customer of the Contractual Partner), the Contractual Partner must provide DILO in particular with the test results described in paragraphs 6 and 7, as well as information on the final recipient, end-use, and intended use, prior to delivery by DILO to the third party. If it becomes apparent that the delivery violates applicable provisions of national and international (in particular US re-) export control law, DILO is entitled to withdraw from the contract with the Contractual Partner and claim damages from the Contractual Partner for breach of export control obligations in accordance with paragraph 8.

3. Delivery Time and Delay in Delivery

The delivery time shall be agreed individually or specified by DILO upon acceptance of the order (order confirmation). A transaction for delivery by a fixed date is only established if this is expressly agreed.
If DILO is unable to meet binding delivery deadlines for reasons for which DILO is not responsible (non-availability of the service), DILO shall inform the Contractual Partner of this immediately and, if possible, inform the Contractual Partner of the expected new delivery deadline. If the service is no longer available, DILO is entitled to withdraw from the contract in whole or in part; DILO shall immediately reimburse any consideration already paid by the Contractual Partner. A case of non-availability of the service in this sense is in particular the failure of a DILO supplier to deliver to DILO on time if DILO has concluded a congruent hedging transaction, neither DILO nor the supplier is at fault or DILO is not obliged to procure the service in the individual case.
The occurrence of our delay in delivery shall be determined in accordance with the statutory provisions. In any case, however, a reminder from the Contractual Partner is required.
In the event of violations of export control law, both parties may withdraw from/terminate the contract or cancel the remaining partial services.
Delays due to import or export controls suspend delivery times.
The Contractual Partner's rights pursuant to Section 9 of these GTC and our statutory rights, in particular in the event of an exclusion of the obligation to perform (e.g. due to impossibility or unreasonableness of performance and/or subsequent performance), shall remain unaffected.

4. Delivery, Transfer of Risk, Acceptance, Default of Acceptance

Delivery shall be made FCA Babenhausen (Incoterms 2020), which is also the place of performance for the delivery and any subsequent performance. At the request and expense of the Contractual Partner, DILO Products will be shipped to another destination (sale by dispatch). Unless otherwise agreed, DILO is entitled to determine the type of shipment (in particular transport company, shipping route, packaging) itself. Packaging material will not be taken back.
In the case of intra-community deliveries to another EU member state, the Contractual Partner is obliged to submit the relevant documentary evidence (in particular confirmation of arrival) in a timely manner (within three (3) months) to maintain VAT exemption. If DILO does not receive these documents, DILO must invoice 19% VAT, payable by the Contractual Partner.
The risk of accidental loss and accidental deterioration of DILO Products is transferred to the Contractual Partner at the latest upon delivery. In the case of sale by dispatch, however, the risk of accidental loss and accidental deterioration of DILO Products as well as the risk of delay shall already pass upon delivery of DILO Products to the forwarding agent, carrier or other person or institution designated to carry out the shipment. If acceptance has been agreed upon, it is decisive for the transfer of risk. The statutory provisions of the law on contracts for work and services also apply accordingly to an agreed acceptance. If the Contractual Partner is in default of acceptance of the service, the risk shall pass to the Contractual Partner.
Serious events, such as in particular force majeure, labor disputes, unrest, war or terrorist conflicts, which have unforeseeable consequences for the performance of services, shall release the Parties from their performance obligations for the duration of the disruption and to the extent of its effect, even if they are in default. This does not imply automatic termination of the contract. The Parties are obliged to notify each other of such an impediment and to adjust their obligations to the changed circumstances in good faith.
If the Contractual Partner is in default of acceptance, fails to cooperate or if our delivery is delayed for other reasons for which the Contractual Partner is responsible, DILO is entitled to demand compensation for the resulting damage, including additional expenses (e.g. storage costs and, if applicable, customs costs - see in particular 5.3. etc.).

5. Import License, Import Eligibility and Export Costs

The Contractual Partner shall procure the import license and all approvals, permits or other documents required in connection with the import into the country of use and any transport via third countries, in particular that the import procedures are carried out in accordance with customs and export control regulations. The Contractual Partner shall bear the risk of an import ban at the time of conclusion of the contract.
The Contractual Partner shall only bear the risk for subsequent import bans if and to the extent that such a ban was recognizable at the time the contract was concluded upon careful inspection. In the event of a dispute, the Contractual Partner must prove that it has carried out all appropriate and necessary checks.
Any costs, customs duties or levies etc. incurred in connection with the export and import of DILO Products shall be borne by the Contractual Partner. This also includes the costs incurred if a subsequent import ban is determined.

6. Prices and Terms of Payment

Unless otherwise agreed in individual cases, our current prices at the time of conclusion of the contract shall apply exclusively in EUR, namely FCA Babenhausen (Incoterms 2020), plus any applicable statutory value added tax in the respective valid amount.
In the case of a sale by dispatch (Section 4 para. 1), the Contractual Partner shall bear the transport costs ex works Babenhausen (FCA Babenhausen, Incoterms 2020) and the costs of any transport insurance requested by the Contractual Partner. Any customs duties, fees, taxes and other public charges shall be borne by the Contractual Partner.
DILO reserves the right to charge a corresponding minimum quantity surcharge for orders with a DILO Product value of less than EUR 50 net.
Payment is due and payable in accordance with the terms of payment agreed in the order confirmation sent by DILO. DILO is entitled at any time, even in the context of an ongoing business relationship, to make a delivery in whole or in part only against advance payment. DILO shall declare a corresponding reservation at the latest with the order confirmation.
Upon expiry of the aforementioned payment period, the Contractual Partner shall be in default. During the period of default, interest shall be charged on the price at the applicable statutory default interest rate. DILO reserves the right to claim further damages for default.
The Contractual Partner shall only be entitled to rights of set-off or retention insofar as his claim has been legally established or is undisputed. In the event of defects in the delivery, the Contractual Partner's counter-rights shall remain unaffected, in particular pursuant to Section 8 (6) sentence 2 of these GTC.
If it becomes apparent after conclusion of the contract (e.g. through an application for the opening of insolvency proceedings) that DILO's claim to the price is or will be jeopardized by the Contractual Partner's inability to pay, DILO is entitled to refuse performance in accordance with the statutory provisions and - if necessary after setting a deadline - to withdraw from the contract (Section 321 BGB). In the case of contracts for the manufacture of non-fungible goods (custom-made products), DILO may declare its withdrawal either in full or in part immediately.

7. Retention of Title

DILO retains title to DILO Products sold (retention of title) until full payment of all current and future claims of DILO against the Contractual Partner arising from the contract and/or an ongoing business relationship (secured claims).
DILO Products, subject to retention of title, may not be pledged or transferred as security to third parties until the secured claims have been paid in full. The Contractual Partner must inform DILO immediately in writing if an application is made to open insolvency proceedings or if third parties seize DILO Products belonging to DILO (e.g. seizures).
In the event of breach of contract by the Contractual Partner, in particular non-payment of the purchase price due, DILO is entitled to withdraw from the contract in accordance with the statutory provisions and/or to demand the return of DILO Products based on the retention of title. The demand for return does not at the same time include a declaration of withdrawal; rather, DILO is entitled to demand only the return of DILO Products and to reserve the right to withdraw from the contract. If the Contractual Partner does not pay the price due, DILO may only assert this right if the Contractual Partner has previously been set a reasonable deadline for payment without success or if such a deadline is dispensable under the statutory provisions.

8. Claims for Defects

The statutory provisions shall apply to the rights of the Contractual Partner in the event of material defects and defects of title (including incorrect and short delivery as well as improper assembly or defective assembly instructions), unless otherwise specified below.
The warranty period shall be 12 months from the date of dispatch (EXW date) of the delivery and shall not be interrupted by any subsequent improvements or subsequent performance.
The basis of DILO's liability for defects is primarily the agreement reached on the quality of DILO Products. All product and service descriptions that are the subject of the individual contract or that have been made public by DILO (in particular in catalogs or on the DILO website "www.dilo.eu") are deemed to be an agreement on the quality of DILO Products.
Insofar as the quality has not been agreed, it shall be assessed in accordance with the statutory provisions whether a defect exists or not. DILO accepts no liability for public statements made by the manufacturer or other third parties (e.g. advertising statements).
DILO is not liable for defects of which the Contractual Partner is aware at the time of conclusion of the contract or is grossly negligent (Section 442 BGB). The Contractual Partner's claims for defects presuppose that he has complied with his statutory obligations to inspect and give notice of defects. In the case of building materials and other goods intended for installation or other further processing, an inspection must always be carried out immediately prior to processing. If a defect is discovered during delivery, inspection or at any later point in time, DILO must be notified immediately in writing. Obvious defects must be reported in writing within five (5) working days of delivery and defects that are not recognizable during the inspection must be reported in writing within the same period of time from discovery. If the Contractual Partner fails to properly inspect the goods and/or report defects, DILO's liability for the defect not reported or not reported in time or not reported properly is excluded in accordance with the statutory provisions. This also applies to goods intended for assembly, mounting or installation, if the defect only becomes apparent after corresponding processing due to a breach of these obligations; in this case, the Contractual Partner shall in particular not be entitled to claim compensation for the corresponding costs ("removal and installation costs").
If the delivered item is defective, DILO may initially choose whether to provide subsequent performance by remedying the defect (rectification) or by delivering a defect-free item (replacement delivery). DILO's right to refuse subsequent performance under the statutory conditions remains unaffected.
DILO is entitled to make the subsequent performance owed dependent on the Contractual Partner paying the purchase price due. However, the Contractual Partner is entitled to retain a reasonable portion of the purchase price in proportion to the defect, provided that the defect has been recognized by DILO.
The Contractual Partner must give DILO the time and opportunity required for the subsequent performance owed, in particular to hand over the DILO Products complained about for inspection purposes; however, the Contractual Partner has no right of return. In the event of a replacement delivery, the Contractual Partner must return the defective item to DILO in accordance with the statutory provisions. Subsequent performance does not include the removal of the defective item or its reinstallation if DILO was not originally obliged to install it. The Contractual Partner's claims for reimbursement of corresponding costs ("removal and installation costs") remain unaffected.
The expenses required for the purpose of inspection and subsequent performance, in particular transport, customs, travel, labor and material costs and, if applicable, dismantling and installation costs, shall be borne or reimbursed by DILO in accordance with the statutory provisions if a defect exists. Otherwise, DILO may demand reimbursement from the Contractual Partner for the costs incurred as a result of the unjustified request to remedy the defect (in particular inspection and transport costs) if the Contractual Partner knew or could have recognized that there was in fact no defect.
Claims of the Contractual Partner for damages or reimbursement of wasted expenditure shall also exist in the event of defects only in accordance with Section 9 and are otherwise excluded.

9. Other Liability

Unless otherwise stated in these GTC, including the following provisions, DILO shall be liable in the event of a breach of contractual and non-contractual obligations in accordance with the statutory provisions.
DILO shall be liable for damages - irrespective of legal grounds - within the scope of fault-based liability in cases of intent and gross negligence. In the event of simple negligence, DILO shall only be liable, subject to a milder standard of liability in accordance with statutory provisions (e.g. for care in its own affairs), for

a. for damages resulting from injury to life, limb or health,
b. for damages arising from the not insignificant breach of a material contractual obligation (obligation whose fulfillment is essential for the proper execution of the contract and on whose compliance the Contractual Partner regularly relies on and may rely); in this case, DILO's liability is limited to compensation for foreseeable, typically occurring damages.
The limitations of liability resulting from paragraph 2 also apply to breaches of duty by or in favor of persons for whose fault DILO is responsible according to statutory provisions. They do not apply if DILO has fraudulently concealed a defect or has assumed a guarantee for the quality of DILO Products and for claims of the Contractual Partner under the Product Liability Act.
The Contractual Partner may only withdraw from or terminate the agreement due to a breach of duty that does not consist of a defect if DILO is responsible for the breach of duty. A free right of termination on the part of the Contractual Partner is excluded. In all other respects, the statutory requirements and legal consequences shall apply.
If the Contractual Partner or a third party independently makes changes, repairs or adjustments to the goods delivered by DILO without the prior consent of DILO, the warranty shall lapse with immediate effect. This also applies to goods that have been damaged due to improper handling, operation or installation.

10. Statute of Limitations

The general limitation period for claims arising from material defects and defects of title is one year from delivery. If acceptance has been agreed, the limitation period shall commence upon acceptance.
If DILO Products are a building or an item that has been used for a building in accordance with its normal use and has caused its defectiveness (building material), the limitation period is 5 years from delivery in accordance with the statutory regulation (Section 438 Para. 1 No. 2 BGB). Other special statutory provisions on the limitation period remain unaffected (in particular Section 438 Para. 1 No. 1, Para. 3, Sections 444, 445b BGB).
The above limitation periods of the law on sales shall also apply to contractual and non-contractual claims for damages of the Contractual Partner based on a defect of the goods, unless the application of the regular statutory limitation period (Sections 195, 199 BGB) would lead to a shorter limitation period in individual cases. The Contractual Partner's claims for damages pursuant to Section 9 (2) sentence 1 and sentence 2(a) and pursuant to the Product Liability Act shall become time-barred exclusively in accordance with the statutory limitation periods.

11. Choice of Law and Place of Jurisdiction

These GTC and the contractual relationship between DILO and the Contractual Partner shall be governed by the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
The exclusive - also international - place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is the competent court at the registered office in Babenhausen. However, DILO is also entitled in all cases to bring an action at the place of performance of the delivery obligation in accordance with these GTC or an overriding individual agreement or at the general place of jurisdiction of the Contractual Partner. Overriding statutory provisions, in particular regarding exclusive jurisdiction, remain unaffected.

Rules

General Terms and Conditions (GTC)