General Terms of Delivery and Payment (GTDP) of HWB Furniere & Holzwerkstoffe GmbH/Veneers & Wood Materials GmbH (further on named HWB)

PREAMBLE

The basis of a lasting and successful business relationship does not lie in the respective terms of delivery and payment, but mutual trust on equal terms, sincerity and committed cooperation. Nevertheless, we can not fail to regulate a few points differently or in addition to the statutory provisions for all business dealings.

1. VALIDITY

1.1. Unless otherwise expressly agreed in writing, the following “general terms of delivery and payment" (GTDP) apply to all current and future business relations with our customers, i.e. for all contracts, deliveries and other services – including consultancy services provided therein which are not subject of a separate consultancy agreement.

1.2. Divergent, conflicting or additional terms and conditions, in particular purchase conditions of the customer do not form part of the contract even if we are aware of them, unless we expressly agree to their validity in writing. Delivery of the goods or receipt of payment by HWB shall not be deemed to be an agreement to such conditions, even if we do not expressly object to them.

2. OFFERS AND CONCLUSION OF CONTRACT

2.1. All offers are always subject to alteration.

2.2 We only accept orders if they are submitted or issued in writing.

2.3. Orders are considered to be accepted when they are confirmed by HWB either in writing or where they are executed immediately after receipt of order or on schedule. In those cases the invoice is considered to be the order confirmation.

2.4. If HWB becomes aware of facts which according to its reasonable commercial judgement indicate that the customer's assets have deteriorated significantly after conclusion of the contract, HWB is entitled to demand advance payment or proportionate securities and, in the case of refusal, to withdraw from the contract, whereby all invoices for partial deliveries already rendered will become due immediately. Such facts include, but are not limited to, default of payment by the customer, ignoring extensions granted in overdue notices, incorrect information provided by the customer regarding his creditworthiness, unjustified cessation of payments or the making of an affidavit by the customer, and filing for insolvency proceedings against the customer's assets.

3. DATA STORAGE

The customer is hereby informed that HWB processes personal data obtained in the context of the business relationship in accordance with the provisions of the German Federal Data Protection Act (Bundesdatenschutzgesetzes) as well as in accordance with the European GDPR (General Data Protection Regulation)

4. DELIVERY, DEADLINES, PASSING OF RISK AND PACKAGING

4.1. With the provision of the goods at the agreed place of delivery by HWB the risk is passed to the customer. Unless otherwise stated in the order confirmation, delivery EXW / Collection by customer (INCOTERMS® 2020 is agreed.

4.2. Indicated delivery dates are not binding, unless otherwise agreed in writing. Delivery periods are extended – also within a period of delay – appropriately in case of act of God and all unforeseen obstacles that arise after conclusion of the contract, which we are not responsible for (in particular operational interruptions, strike, lockout or disruption of traffic routes), insofar as these obstacles could impact the delivery of the item sold. This also applies if these circumstances occur with our suppliers and their subcontractors. We will inform the customer as soon as possible of the beginning and end of such obstacles, where this seems appropriate.

4.3. Any grace periods extended to us must be reasonable, generally a period of at least 14 days must be granted for fulfilment.

4.4 HWB ist berechtigt, ihre Lieferverpflichtungen in Teillieferungen zu erfüllen; der Kunde ist auch in diesem Fall zur Annahme verpflichtet.

4.5. Return of packaging material is not accepted, where HWB, in accordance with the Verpackungsverordnung (packaging ordinance) in its currently valid form, has engaged a suitable waste management company for the disposal. In this case, the customer is obliged to keep the packaging material and hand it over to the waste management company. Where HWB agrees with the customer to waive its right of return in exchange for the grant of a fixed sum for disposal costs, he is obliged to hand over the used packaging to a recognised waste management company, which guarantees an orderly disposal in accordance with the regulations of the packaging ordinance. Recyclable packaging will only be made available to the customer on loan. The return of the packaging unit must be reported in writing to HWB by the customer and the packaging made available for collection. If this does not happen, HWB is entitled to demand a retroactive rental fee or to charge the value of the packaging, which is due for payment immediately upon receipt.

5. PRICES, PAYMENT

5.1. Our prices are net, plus VAT, and packaging and shipping costs.

5.2 Unless otherwise agreed, the purchase price must be paid within 14 days of the invoice date, but no later than 14 days after delivery/service, but always without any deductions.

5.3. Exchange payments are only permitted by special agreement. Bills of exchange and cheques are always accepted only on account of payment, not instead of payment. In the event of protest of a bill or cheque, HWB may demand immediate cash payment upon return of the cheque or bill of exchange.

5.4. Decisive for meeting the payment terms and deadlines is the receipt of payment at HWB. This also applies to the timeliness of payment in the event that the customer has been granted a discount.

5.5. In case of late payment, the resulting interest and other costs are to be reimbursed. Default interest is calculated at 9 percentage points above the base rate. Furthermore, the rights of HWB in the event of default of payment by the customer, in particular rights of withdrawal and claims for damages remain unaffected. § 353 of the German HGB remains unaffected. Any agreed discounts are not granted for the entirety of the order where the customer has missed the discount deadline even with only one partial payment of the order.

5.6. The customer is only entitled to a right of retention for those counter claims of the customer which are recognised by HWB or which are stipulated by law.

5.7. Offsetting is only permitted with claims recognised by HWB or which are legally valid.

6. PROPERTIES AND TOLERANCES OF NATURAL PRODUCTS made from WOOD/

STONE

6.1. WOOD and STONE, even when refined, are natural products; their inherent properties, deviations and characteristics are therefore always to be taken into account. In particular the customer has to take into account, when purchasing and using the products, that the technical, biological, physical, and chemical properties that may have changed during the refining process.

6.2. Reconstituted multi-laminated veneers (ISO 18775) and semi-finished products made from them, e.g. laminates [HPL/laminates], edgebendings, solid wood, etc., even if they have changed in colour, have the same colour stability as the wood from which they are made.

6.3. Differences in colour, texture, structure and properties with reference to target values, even between different batches, are considered to have the qualities agreed between the parties and therefore this does not form a ground of complaint or give rise to any liability. Deliveries from different batches are left up to the discretion of HWB, insofar as the possible deviations are within the preceding range. In addition, we refer to the relevant current and future technical data sheets of the manufacturers of our products; We do not accept any deviating or additional quality agreement.

6.4. If necessary, the customer has to seek professional advice and/or perform suitable tests himself.

6.5 With regard to dimensional and quantitative deviations: In the case of wood-based materials, the supplier has a margin of 5% up and down in respect of the agreed delivery quantities per item; for fixed dimensions the delivery quantity must not be lower. Any under-sizes may be included as up to 10% of the delivery quantity without any price reduction. For articles that are to be produced, the aforementioned amounts are doubled accordingly. In the case of veneers, approval and measurement must always be carried out at HWB's warehouse, otherwise selection and ordinary commercially taken measurements by HWB shall be deemed to have been approved as correct in advance by the customer. Length is measured in increments of 5cm to 5cm, width from cm to cm. With regard to faults in the veneer § 31 of the Tegernseer-Gebräuche (customs) applies accordingly.

7. WARRANTY

7.1. The customer has to examine the goods he has received immediately after arrival for their quantity and condition. Recognisable defects or deviations must be reported to HWB within four working days by written notice. The period begins with the date of receipt of the goods at the customer’s address or at the receiving point specified by him. If the customer fails to complain in a timely manner, the goods are deemed to be approved by the customer. This shall also apply if the customer does not immediately notify us in the event of a later identification of a defect which could not have been determined through proper inspection. The customer is not entitled to assert any compounding, mixing or consequential damages or claims against us, provided that he would have noted the defects during a proper inspection upon receipt and adequate inspection of the goods, on the basis of which he would also have refrained from further processing in order to minimise the damage to him. Even in the event of a defect, the customer is obliged to minimise all costs associated with this defect; HWB does not need to allow claims to be made against itself for costs which exceed this level of damages.

7.2. Warranty claims require that the customer or his processor comply with the current and valid data sheets and processing instructions of the manufacturer, unless a violation of this requirement has no effect on the existence or extent of the defect.

7.3. HWB is not liable for public statements by HWB, the manufacturer or his assistants, where he did not know of the statement and did not need to know it, where the statement had already been corrected at the time of purchase or if the customer can not prove that the statement had influenced his purchase decision.

7.4. HWB is not liable for defects that only diminish the value or suitability of the item to an insignificant amount. An insignificant defect exists in particular if the error will disappear on its own in the near future or can be eliminated by the customer himself with very little effort.

7.5. In the case of a justified assertion of defects, we initially honour the warranty through repair or replacement, we have the right to choose which option to pursue. We are entitled to refuse replacement if it this would only possible or reasonable by accruing disproportionate costs. If the replacement fails in spite of the granting of a reconsidered period of grace, the customer may, at his discretion, demand a reduction of the remuneration (decrease) or cancellation of the contract (withdrawal). If our product is only subject to insignificant defects however, the customer has no right of withdrawal. If the customer asserts warranty claims against us and our examination determines that the claim of a defect is unjustified and no warranty claim exists, the customer is obliged to reimburse us for the expenses and costs incurred. uns entstehenden Aufwendungen und Kosten zu ersetzen.

7.6. If the customer finds defects in the goods, he may not dispose of them, i.e. they may not be shared, resold, or further processed until an agreement has been reached on the handling of the claim or a procedure for securing evidence has been carried out by an expert appointed by the Chamber of Crafts (Handwerkskammer) or the IHK at the customer's registered office.

7.7. If the customer requires supplementary performance, this is done at the discretion of HWB by repairing defective goods or delivery of replacements. The right of the customer to demand a reduction in price (lowering of the purchase price) or to withdraw from the contract where the rectification fails remains unaffected. If the customer is a contractor, strict liability warranty rights do not cover the bearing of costs for or reimbursement of any compounding damages, installation, and removal costs of the products delivered by us, which are connected to the rectification.

7.8. If the customer is a contractor, the warranty period for the sale of new items is shortened to one year and warranty for the sale of used items is excluded. The period begins in each case with delivery of the product. If our performance is intended to be used for a building and this has caused it to be defective, the warranty period is five years.

7.9. The rights of the customer arising from the German BGB §§ 478 (recourse of the contractor) and 479 (limitation of claim for the right of recourse) remain unaffected.

8. GENERAL LIMITATION OF LIABILITY

8.1. Liability of HWB, for whatever legal reason, is excluded. This does not apply if HWB is accused of wilful intent or gross negligence, or if it is liable for wilful intent or gross negligence on the part of its legal representatives or vicarious agents, as well as in the event of culpable violation of essential contractual obligations. In the case of negligent violation of essential contractual obligations, however, liability is limited to compensation of foreseeable and typical damages. Essential are those contractual obligations whose fulfilment makes the proper execution of the contract possible in the first place and on the compliance with which the contractual partner routinely relies and should be able to rely.

8.2. Claims under the German Produkthaftungsgesetz - product liability act, as well as liability for damages arising from injury to life, limb, or health remain unaffected by the above provision.

8.3. In any case in which the customer makes claims against us, he is obliged to minimise all costs associated with the claim; demonstrably excessive costs are reduced to the necessary minimum (obligation to mitigate losses).

9. RETENTION OF TITLE

9.1. HWB retains ownership of the goods until full payment of the purchase price has been effected. In the case of goods which the customer obtains from it in the course of his commercial activity, HWB reserves the right of ownership until all its claims against the customer arising from the business relationship, including future claims and those from contracts concluded simultaneously or later, have been settled. This also applies if individual or all claims of HWB have been added to a running invoice and the balance has been struck and confirmed. If reciprocal liability of HWB is established in connection with the payment of the purchase price by the customer, the retention of title does not expire until the bill of exchange is redeemed by the customer as the drawee.

9.2. If the reserved goods are processed by the customer into a new movable object, this processing is carried out for HWB, for whom no liability arises; the new object becomes property of HWB. In the case where the goods are processed together with goods not belonging to HWB, HWB acquires co-ownership of the new object according to the proportion of the value of the reserved goods in proportion to the other goods at the time of processing. If the reserved goods are combined, mixed or blended with goods that do not belong to HWB according to §§ 947, 948 BGB, HWB becomes co-owner in accordance with the statutory provisions. If the customer acquires sole ownership by combining, mixing or blending, he then already transfers co-ownership to HWB according to the proportion of the value of the reserved goods to the other goods at the time of combining, mixing or blending. In these cases, the customer must store the property owned or co-owned by HWBs free of charge, they also count as reserved goods within the meaning of the preceding provisions.

9.3. If reserved goods are sold alone or together with goods not belonging to HWB, the customer assigns the resulting receivables from the resale to the amount of the value of the reserved goods with all ancillary rights and with the rank above all other claims; HWB accepts this assignment. The value of the reserved goods is the amount invoiced by HWB plus a security surcharge of 10%, which, however, will be disregarded insofar as it conflicts with the rights of third parties. If the resold reserved goods are co-owned by HWB, the assignment of the claims extends to the amount corresponding to the share value of HWB in the co-ownership.

9.4. If reserved goods are installed by the customer as an essential element in the property, ship, shipbuilding or aircraft of a third party, the customer thereby assigns the resulting claims for compensation which arise against the third party to the amount of the value of the reserved goods with all ancillary rights including any grant of a collateral mortgage, with the rank above all other claims; HWB accepts the assignment. Para. 9.3 s. 2 and 3 apply accordingly.

9.5. If reserved goods are installed by the customer as an essential element in the property, ship, shipbuilding or aircraft of a third party, the customer thereby assigns the claims arising from the sale of the property, land rights, the ship, shipbuilding plant or aircraft to the amount of the value of the reserved goods with all ancillary rights and with the rank above all other claims; HWB accepts the assignment. Para. 9.3 s. 2 and 3 apply accordingly. In the event that the customer does not dispose of the property, ship, shipbuilding plant or aircraft, HWB may require the customer to provide a real collateral according to the value of the goods delivered to the customer's property, ship, shipbuilding plant or aircraft.

9.6. The customer is entitled to resell, use, and install the reserved goods only in the ordinary course of business and only with the proviso that the claims referred to in para. 3 to 5 are actually transferred to HWB. The customer is not entitled to other dispositions of the reserved goods, in particular pledging or chattel mortgaging.

9.7. Subject to revocation, HWB authorises the customer to collect the claims assigned pursuant to para. 3 to 5. HWB will not make use of its own authority to collect as long as the customer complies with its payment obligations, including those to third parties. At the request of HWB, the customer must name the debtors of assigned claims and notify them of the assignment; HWB is also authorised to notify the debtors of the assignment itself.

9.8. The customer must immediately inform HWB of any foreclosure measures by third parties in the reserved goods or in the assigned claims by handing over the documents necessary for objection.

9.9. With suspension of payment, application or opening of bankruptcy, insolvency procedures, judicial or extra-judicial settlement proceedings, the right to the resale, use, or installation of the reserved goods and the authorisation to collect the assigned claims expire; in case of protest of a cheque or bill, the direct debit authorisation also expires. This does not apply to the rights of the trustee in bankruptcy.

9.10. If the (nominal) value of the securities granted exceeds the claims (if applicable, minus any advance and partial payments) by more than 10%, HWB is obliged to reassign or release them at its discretion.

10. JURISDICTION AND APPLICABLE LAW

10.1 The place of fulfilment for all liabilities under the contract are the headquarters of HWB.

10.2. The exclusive place of jurisdiction for all disputes arising between the parties (including cheque and bill of exchange claims are the headquarters of HWB, where the customer is a merchant, a legal entity under public law or a special investment fund under public law. However, HWB is entitled to sue the customer at his registered office.

10.3. The relations between the contracting parties are governed exclusively by the law applicable in the Federal Republic of Germany to the exclusion of the UN Sales Convention.