General Terms and Conditions of Contract

of BJS CERAMICS GMBH and BJS COMPOSITES GMBH for Contracts with Entrepreneurs and Legal Persons

These General Terms and Conditions of Contract apply for deliveries and services provided to customers by BJS CERAMICS GMBH and by BJS COMPOSITES GMBH. BJS CERAMICS GMBH and BJS COM-POSITES GMBH are hereinafter individually referred to as “BJS”.

These General Terms and Conditions of Contract apply in supplement to our offers and/or confirmations of contract. Any of the customer’s deviating terms of purchase are hereby expressly objected; they shall not apply in relation to BJS even if BJS executes any orders without reservation, unless BJS expressly agrees to such deviating terms of purchase.


Precontractual Services, Offer and Acceptance

1. Initial cost estimates, including drawings and any diagrammatic views required to elaborate such cost estimates, will be delivered by us free of charge. If other documents are prepared in addition thereto upon your request (drafts, plans, drawings, calculations of strength and stability, etc.) which exceed the initial offer, and if BJS is not awarded the contract, BJS shall be entitled to charge reasonable compensation in accordance with the requested special expenditure of work.

2. It is agreed between BJS and you that all of the information, drawings, data, etc. mutually provided within the scope of our collaboration has been entrusted within the meaning of Sec. 18 of the German Law Against Unfair Competition (UWG) to the respective other party and may be used exclusively within the scope of such collaboration. Any other use, including, but not limited to, a disclosure to third parties, is strictly prohibited.

3. Our offers are non-binding. Agreements or commitments shall only be binding for BJS upon written confirmation by BJS.

4. Technical data and descriptions included in BJS’ product information, instruction sheets, etc. are merely general guidelines. They are based on technical findings from laboratory experiments and var-ious applications in practice, and thus are in no event to be considered warranted characteristics or guarantees for a specific case of application nor include any warranted suitability for a specific appli-cation or use.

5. In case BJS sells to you samples, trial materials, trial products which are used by you for qualification purposes, BJS excludes any warranty for the reproduceability of such samples, trial materials, trial products or their upscaling. Any damages against BJS being incapable of reproducing such samples, trial materials, trial products for any reason whatsoever, are excluded.

6. BJS retains the right to fulfill contractual payment obligations through another BJS company. The con-tract partner hereby expressly consents to such fulfilment by another BJS company.


Prices and Terms of Payment

1. For the delivery of goods, prices are quoted net ex works and exclusive of packaging, freight, insurance and value-added tax and without any custom duties.

In the case of installation services to be rendered, prices are based on the statutory work hours or work hours under collective bargaining agreements which are applicable for BJS. If you request over-time, night work, work on Sundays and holidays, extra charges according to applicable statutes or collective bargaining agreements will be charged.

In addition to the agreed prices for hourly rates, which are net prices, the costs for the travel to and from your installation site for BJS employees, the compensation for travel time and the daily allowance to be paid under collective bargaining agreements shall be paid at the respective applicable rates.

2. Invoices are payable no later than 30 days after the receipt of the invoice without any deductions. A set-off or right of retention in relation to BJS’ claims may only be exercised if the counterclaim is un-disputed or has become final and absolute. Any and all costs of payment transactions shall be at your expense. BJS reserves the right to assign claims arising from our business relationship.


Retention of Title

1. BJS reserves title to the goods delivered as security until all claims to which BJS is entitled under our present and future business relationship have been settled. Title shall extend to the new products created through the processing of goods under retention of title. In the event of the processing, blend-ing or mixing of delivered goods with materials not belonging to BJS, BJS shall acquire co-ownership to the new product in the proportion of the invoiced value of our goods subject to retention of title to the value of the other materials used. The exercise of our right of retention shall not require a rescission of contract if you are in delay with fulfilment of your contractual obligations.

2. Receivables arising from the (re)sale of our goods to your customers which are still the property or co-property of BJS shall be deemed, on the date of sale, to have been assigned by you in advance to BJS. The scope of the advance assignment shall be limited to the amount of the BJS’ claim against you. Until revocation by BJS, you are entitled, however, to collect the receivables in your own name and forward it to BJS.

3. As soon as the value of the securities to which BJS is entitled hereunder exceeds the secured claims by more than 10%, such securities shall be released accordingly upon your request.

4. If justified doubts as to your solvency arise prior to or during delivery/execution of work by us, BJS may demand adequate security to secure your payment obligations and refrain from rendering delivery or the execution of work until such securities have been provided. Should you be unable to provide the requested security, BJS shall be entitled to rescind the contract.


Export Controls

Since numerous BJS products are subject to statutory export controls and their delivery is subject to compliance with the applicable export control regulations, BJS shall not be responsible for any delays in delivery and/or for non-delivery caused by compliance with the relevant export controls laws. You undertake for your part to strictly comply with the respective export controls regulations when exporting the goods.

In ITAR-relevant collaborations, you undertake to inform BJS in writing prior to submitting ITAR rele-vant information, samples, products, technologies and only supply such ITAR relevant items after hav-ing received BJS’ written confirmation of acceptance.

Place of Performance and Passing of Risk

BJS reserves the right to decide which of its Group production sites will manufacture the ordered goods. Place of performance for the delivery of goods is the delivering site. In the case of deliveries with installation work, this shall be the site on which the plant is constructed. Risk shall pass to you as soon as the goods are ready for pick-up by the nominated forwarder (ex works). In case that we shall render works, risk shall pass upon acceptance. Acceptance shall be deemed to have taken place if it has not been given by you within 7 working days after completion of our works. This shall not apply if grounds preventing acceptance exist in BJS’ sphere of responsibility or if the work shows material defects.


Default and Liability for Defects

1. Delivery dates mentioned in our order confirmations are non-binding unless we explicitly agree with you binding delivery dates.

2. Bindingly agreed delivery dates refer to the date on which the goods are ready for delivery or, as the case may be, for deliveries with installation, the date on which the work is completed, plus any delays resulting from the observance of applicable export control regulations. If a delivery period has been exceeded through negligence, you may assert your legal rights after having granted a reasonable time extension. Any claims for damages against BJS are limited, however, to the typical and foreseeable scope of the damage.

3. Any liability of BJS for damages is limited to the value of the contract, unless any insurance of BJS compensates any further damages.

4. The limitations of liability mentioned above shall not apply for claims according to the Product Liability Act, in case of our willful misconduct or gross negligence, in case of culpable injury to life, body or health, if a guarantee is given by us as to specific characteristics of our goods (guarantee of quality), or in case of our willful or gross negligent violation of a material contractual obligation. In no event, our liability shall exceed statutory claims.

5. Business disruptions, defaults of our suppliers, lacks of energy and raw materials, traffic disruptions which were unforeseeable and unavoidable and outside our sphere of influence, strikes, lockouts, official orders and other events for which we are not responsible (force majeure) shall for the duration of such events release us from our obligation to timely deliver or perform services. If we are prevented from delivering in good time due to force majeure for more than one (1) month, each party shall to the exclusion of any further claims be entitled to withdraw from the contract with respect to the affected goods and services.

6. We shall be entitled to make partial deliveries unless this is unreasonable or not acceptable to you.

7. The warranty period for claims for defects is limited to 12 months from the date on which the statutory warranty period begins, unless BJS is not liable for intent or gross negligence or for personal injury and death. This limitation shall furthermore not apply if BJS delivers a good which has been used in accordance with its normal manner of use in buildings/structure and has caused the defectiveness of such buildings/structure.

If you claim a defect of a good after the expiration of more than 6 months as of delivery or acceptance, you are obligated to prove that you have not already been aware of the defect for a longer period and that you have immediately ceased to use the respective good upon discovering the defect. If you have continued to use the goods despite of you being aware of a defect for which BJS bears responsibility and if the defect increases due to such use, you shall not be entitled to any further warranty rights.

8. Obvious defects must be notified in writing pursuant to Sec. 377, 378 German Commercial Code, otherwise any warranty claims are excluded. The timely sending of the notice of defect shall suffice to comply with notice periods.

9. If a notice of defect has been falsely made, you shall be obligated to reimburse to BJS, upon billing, the expenses incurred by BJS for examining the defect and reviewing the notice of defect.


Other Statutory Liability

1. BJS shall be liable under the statutory provisions for any culpable injury to life, body or health for which BJS is responsible and for all actions based on intent or gross negligence. Further claims for damages – irrespective of the legal grounds thereof – including, but not limited to, claims for the breach of ancil-lary contractual obligations, shall be excluded to the extent this is permitted under law or if they have not been expressly conceded pursuant to these Terms and Conditions of Contract.

2. Excluded is the liability for damages not directly incurred to the good itself and which exceeds the scope of damages typically for the contract and foreseeable by BJS. A liability for consequential dam-ages, including, but not limited to, loss of production, stoppage of production, loss of profit and the loss of information and data is excluded to the extent this is permitted under law or if they have not been expressly conceded pursuant to these Terms and Conditions of Contract.


Applicable Law and Venue

1. The contractual relationship between the parties shall be governed by the laws of the Federal Republic of Germany upon exclusion of the UN Convention on the International Sale of Goods. Incoterms in their most recent version as amended from time to time shall govern the interpretation of delivery clauses.

2. Venue shall be at the principal place of business of the selling entity. BJS is also entitled to initiate an action against you at the court having general jurisdiction over you.

Note: Please note that we save and process business related data (including, if necessary, personal data) you provide us with for the purpose of execution of your order in accordance with applicable data protection regulations.


Version 05/2021

General Terms and Conditions of Contract for Purchasing

of BJS CERAMICS GMBH and BJS COMPOSITES GMBH for Contracts with Entrepreneurs and Legal Persons

These General Terms and Conditions of Contract for Purchasing apply for purchases from third parties by BJS CERAMICS GmbH or BJS COMPOSITES GMBH. BJS CERAMICS GMBH and BJS COMPOSITES GMBH is hereinafter individually referred to as “BJS”.

These General Terms and Conditions of Contract for Purchasing apply in supplement to our orders and/or confirmations of contract. Any of the supplier’s deviating terms of sale are hereby expressly objected. They shall not apply in relation to BJS even if BJS places or accepts any orders without reservation, unless BJS expressly agrees to such deviating terms of sale.


1. General

1.1 Our orders are exclusively based on these GTCP. Our GTCP exclude the General Terms and Condi-tions of our suppliers and shall apply – unless expressly agreed differently – to all current and future supplies and services provided to us by entrepreneurs or corporate entities or by corporate bodies or special funds under public law. Our GTCP are not applicable for contracts with natural persons.

1.2 The version of the GTCP applies which is valid at the date of ordering.

1.3 Contradicting or other diverting terms and conditions of our suppliers shall have no effect unless spe-cifically agreed upon in writing for a concrete service or a concrete order.

1.4 Our GTCP shall also apply if we accept supplies and/or services without reservation despite having knowledge of contradicting or diverting terms and conditions of our suppliers.


2. Orders / Ordering

2.1 Orders are only legally binding if they are made or confirmed by us in writing. Deviations from these GTCP require our express written confirmation. Oral side agreements are non-binding. Orders by fac-simile shall only be accepted by the supplier if this was expressly agreed upon with us and if the facsimile document contains the agreed sender details and codes.

2.2 Unless the supplier rejects our order, the specific contract shall become legally binding with the content of our order, save for our right to request amendments of the order (delivery date, order volume, etc.). A rejection of our order by the supplier shall only be effective if made in writing within 5 working days after receipt of the order. Any rejection of an order shall state the reasons thereof.

2.3 After conclusion of a contract, the supplier will use best efforts to comply with BJS’ requests for amend-ments regarding ordered goods or services in terms of quality and/or quantity to the extent such amendments are reasonably acceptable to supplier and an agreement on potential changes in price is reached.


3. Payment Conditions, Prices, Packaging

3.1 The price in our order is binding. In case no other specific written agreement exists, the price includes packaging and delivery DDP (Incoterms 2020) to the delivery address contained in the order. Applica-ble value-added-tax as well as customs are included in the price and are to be indicated separately in the relevant invoice. The value-added-tax shall be calculated with the taxation valid on the date of its incurrence.

3.2 On demand of BJS, the supplier is obliged to take back the packaging at his own cost.

3.3 Auditable invoices as well as confirmed performance of service-documents are to be provided to BJS in double execution. They must contain our order number. The supplier is responsible for any adverse effects of its non-compliance with this obligation, unless the supplier can prove that the non-compli-ance was not caused by supplier.

3.4 The agreed price covers all costs required to fulfil the contractual obligations (e.g. for packaging, trans-portation, customs, installation, purchase taxes).


4. Deadlines, Due Dates, Negligence and Violation of Duties

4.1 Agreed delivery- and export dates are binding. Time is of essence for fulfilling our orders.

4.2 In case that the delivery date resp. date of service cannot be maintained by the supplier, the ordering person in BJS has to be informed immediately in writing about the reasons for the delay and the ex-pected date of delivery resp. date of service.

4.3 Business disruptions, defaults of suppliers’ suppliers, lacks of energy and/or raw materials, traffic dis-ruptions which were unforeseeable and unavoidable and outside the sphere of influence of BJS resp. supplier, strikes, lockouts, official orders and other events for which BJS resp. the supplier is not re-sponsible for (force majeure) shall for the duration of such events release BJS resp. supplier from the obligation to timely deliver or perform or accept goods and services. In any force majeure event the parties will agree on a reasonable new date of performance or delivery or acceptance. If BJS resp. supplier is prevented from performance in good time due to force majeure for more than one (1) month, each party shall – to the exclusion of any further claims – be entitled to withdraw from the contract with respect to the affected goods and services.

4.4 BJS is entitled to visit the production of the ordered goods at the premises of the supplier during the regular business hours and after a reasonable announcement. The supplier ensures that BJS may enter the premises of third parties if required to execute such a visit.

4.5 In case of a breach of contract by the supplier, BJS reserves its legal rights. The acceptance of a negligently or culpably delayed delivery of goods or performance of a service shall not constitute any waiver of legal rights, damage claims or claims for contractual penalties BJS may have.

4.6 BJS is entitled to transfer resp. assign rights and obligations under any order to third parties.


5. Delivery, Foreign Trade, Import Clearance and Safety in the Supply Chain

5.1 The delivery has to be effected DDP (Incoterms 2020) to the address indicated in the order – unless otherwise agreed upon in writing. In case BJS provided the supplier with additional delivery and ship-ping instructions, the supplier must comply with such instructions. Each delivery requires two sets of the bill of delivery. All bills of delivery and transportation bills must indicate the content of the delivery and our order number. In case of freight-collect-deliveries the supplier has to inform the freight-for-warder that BJS does not require a SVS/RVS-insurance.

5.2 The supplier is obliged to label the ordered goods as designated for BJS. Only at BJS’ request and with BJS’ consent, the supplier may – revocably - use the BJS trademarks for this sole purpose.

5.3 Only with BJS’ written consent, the supplier is entitled to have performed the order or parts thereof by third parties.

5.4 Partial deliveries and partial performance of services are not allowed, unless this is unacceptable or unreasonable for the supplier.

5.5 The supplier has to comply with all applicable national and international customs-, export-control-, and other foreign trade laws and regulations (hereinafter “foreign trade laws”). The supplier shall inform BJS in writing - at the latest two weeks after ordering or, in the case of changes, immediately - about all information and data that BJS may reasonably require to comply with all applicable stipulations of the foreign trade laws for export, import and re-export. This shall in particular include the following information:

• All applicable export list numbers including the Export Control Classification Number according to the U.S. Commerce Control List (ECCN);

• The statistical number of the goods according to the current goods classification of the foreign trade statistics or the harmonized System (HS)-Code and

• Country of origin (non-preferential origin) and, if required by BJS, the supplier declaration regarding the preferential origin (European suppliers) or certificates regarding preference (non-European sup-pliers).

5.6 Only with BJS’ written consent, the supplier is entitled to execute the import clearance in the name and for account of BJS. In case the supplier executes the import clearance in the name and for account of BJS, the supplier is obliged to provide BJS immediately and without special request from BJS with all documents and other import-relevant information that the supplier receives for the purpose of import clearance (especially tax orders). If the supplier does not comply with its obligation after a reasonable period of time had been granted by BJS, BJS shall be entitled to either extraordinarily cancel the order with immediate effect or to withdraw from the order.

5.7 The supplier takes all required organizational instructions and measures especially in terms of protect-ing the production area and buildings, business partner-, personnel-, information-protection, packaging and transport in order to ensure the security of the supply chain in accordance with the internationally reknown initiatives on the basis of the WCO SAFE Framework of Standards (e.g. AEO, C-TPAT). The supplier protects its deliveries and services to BJS or to third parties named by BJS from unlawful access and manipulations. The supplier shall exclusively use reliable personnel and shall obligate its sub-contractors to comply accordingly.


6. Transfer of Risk

The transfer of risk shall take place in accordance to the agreed term of delivery. In case that there is no delivery term agreed, risk is transferred at the time of delivery and acceptance of the goods resp. services at the agreed place of delivery (DDP, Incoterms 2020).

7. Warranties and Termination

7.1 Deliveries shall be free from defects and have to comply with the current state of the art technology and the agreed specifications. The goods have to be compliant with the general rules of technology, the machine safety regulations, the professional association’s Institute for Industrial Safety (BG) reg-ulations and all other applicable safety- and accident prevention regulations.

7.2 The warranty period shall be 24 months as of successful acceptance, installation in our premises resp. hand-over of the goods. In case a site acceptance test was agreed upon, the warranty period starts as of successful completion of the site acceptance test. In case that a warranty period exceeding 24 months is legally applicable, such legal warranty period applies. If the deliveries comprise machines, apparatus, replacement parts and accessories, the supplier warrants – in addition to any statutory liability which may apply – that the deliveries function according to the agreed specifications and with-out any defects that limit their use or their operation during a minimum period of 8.800 operating hours.

7.3 If the supplier does not fulfil any warranty claim BJS may have within a reasonable period of time resp. the first attempt for a remedy of the defect is unsuccessful, BJS is entitled to organize the remedy itself or to get a replacement delivery at the supplier’s cost. The same applies in urgent cases that do not allow delays.

7.4 BJS is entitled to withdraw from the supply agreement if minimum 2 deliveries under a successive supply agreement are fully or partially delayed or defective.

7.5 Unless agreed otherwise, BJS shall be entitled to ordinary terminate contracts for a continuing obliga-tion upon one week’s notice without indication of reasons.

7.6 Volume deviations shall constitute a defect. In case of deviations of weight, the weight weighed with the BJS scale shall be decisive for assessing the weight of the goods unless the supplier proves that the weight calculated by the supplier was determined correctly by using a generally reknown and ac-cepted method. BJS shall be entitled to perform the incoming goods inspection within at least 14 days upon receipt of goods. In case obvious defects are detected during such inspection, complaint shall be issued by BJS within 1 month upon receipt of the goods; for latent defects a complaint shall be issued by BJS within 1 month upon discovery of such defects.


8. Product Liability

8.1 To the extent that the supplier is responsible for a product damage or a product default, the supplier shall – in addition to any warranty claims BJS may have – indemnify and hold harmless BJS upon BJS’ first demand from all claims of third parties relating thereto.

8.2 If the supplier is liable according to the stipulations in 8.1, the supplier shall indemnify BJS also from all cost which are directly or indirectly linked to a product-recall that BJS may be required to execute. BJS’ other legal remedies shall remain unaffected.

8.3 The supplier will maintain a product liability insurance with an insurance sum of minimum 5 mio. EUR per incident of a personal or material-damage. Any excess claims for damages BJS may have shall remain unaffected.


9. Intellectual Property

9.1 The supplier guarantees that all deliveries are free from third party rights and liens and do not violate any industrial or intellectual property rights of third parties. At BJS’ first written demand, the supplier shall indemnify and hold harmless BJS from any and all claims resulting from any violation of industrial or intellectual property rights of third parties and the supplier shall bear all costs of BJS which result from such violations.

9.2 The indemnification obligation of the supplier shall include all costs and expenses of BJS which directly or indirectly arise from a third party claim.


10. Material-Tolling / Retention of Title

10.1 Material that BJS provides to the supplier remains the property of BJS. It will be safely stored free of charge by the supplier, marked as the property of BJS, separated from the supplier’s other materials and the inventory-accounting will be handled in separate books. The BJS material will be solely han-dled and processed in accordance with the BJS order. The supplier is liable for any damage to or loss of the BJS material. The processing or tolling is effected for BJS as producer, but without any additional obligation for us. Processed BJS material will be stored by the supplier safely and free of charge until the processed material is handed over to BJS. BJS shall acquire co-ownership in the processed ma-terials.

10.2 BJS keeps the title to and copyrights in all drawings, graphs, pictures, calculations, algorithms, de-scriptions, models, tools and all other documents and supporting means that BJS provides the supplier with. Without BJS’ written consent, the supplier is not entitled to provide access to such items or dis-close their content to any third party; the supplier shall not publish them nor shall the supplier use them or have others used them for purposes other than the purpose determined by BJS.

10.3 The supplier shall return any items provided by BJS any time upon BJS’ request or if the supplier does not require the items any longer for the regular course of business. BJS keeps the title in all other materials, tools and other goods and items that BJS provides the supplier with. If these goods and items are processed, combined or mingled with other items BJS shall acquire co-ownership in the processed, combined or mingled items.


11. Confidentiality

11.1 The supplier will keep in confidence all internal matters, processes, installations of BJS as far as these are not obvious.

11.2 The supplier shall comply with the privacy of correspondence and telecommunications regulations and the General Data Protection Regulation (GDPR).

11.3 The confidentiality includes especially information and documents received from BJS directly or indi-rectly.

11.4 The supplier shall also ensure that its employees and its sub-contractors comply with the stipulations of 11.1 – 11.3. The obligation of confidentiality remains valid even after the termination or cancellation of the contractual relationship.

11.5 The parties agree that the person-related communication data of each party may be stored and pro-cessed in the framework of the GDPR.


12. Environmental, Health and Safety, Accident Prevention, Product- and Process Changes, REACH

12.1 The supplier produces within the framework of its economic and technical possibilities the contractually agreed goods as environmentally friendly as possible.

12.2 The supplier shall comply with all applicable laws and regulations regarding environmental protection, health and safety, accident prevention, transportation safety and production equipment safety (as well as BJS general and works-specific rules and regulations). The supplier shall maintain an effective management system in the aforementioned areas and provide BJS at the request of BJS with the respective documentation – resp. grant BJS access to such documentation.

12.3 In addition to the above, the supplier guarantees that (i) the supplier and all of its down-stream suppli-ers are aware of the obligations under the EU directive for the registration, evaluation, authorisation and restriction of Chemicals (EG 1907/2006 – “REACH”) regarding the pre-registration, registration and testing of the chemicals concerned, (ii) the supplier and all of its down-stream suppliers will comply with the REACH regulations as they are currently applicable and as amended from time to time, and (iii) the supplier and all of its down-stream suppliers have properly prepared the pre-registration and/or registration of the chemicals delivered to BJS. The supplier shall inform BJS about all measures for REACH, and will inform BJS especially about (i) concrete measures the supplier takes to comply with the requirements of REACH, and (ii) chemicals in the products of the supplier which are REACH-relevant.

12.4 Suppliers with whom BJS maintains a regular business relation are obliged to inform BJS timely prior to product changes respectively process changes regarding products/services that BJS purchases.


13. Other

13.1 Unless agreed otherwise, place of performance for deliveries is the place of the recipient (address of the receiver), and place of performance for payments is Gersthofen.

13.2 Unless mandatory statutory provisions provide differently, place of jurisdiction for all potential disputes between the supplier and BJS is at BJS’ choice either Augsburg or the city of the supplier’s registered headquarter. Exclusive place of jurisdiction for claims against BJS shall be Augsburg.

13.3 The contractual relationship between the supplier and BJS is exclusively governed by the laws of the Federal Republic of Germany and expressly excludes the UN-CISG.

13.4 The contracts remain valid even if single conditions of the contracts should become invalid. The con-dition concerned will be replaced by the parties with a condition that allows the parties to reach the originally intended economic and legal purposes as closely as possible.

Note: Please note that we save and process business related data (including, if necessary, personal data) you provide us with for the purpose of execution of our order in accordance with applicable data protection regulations.


Version 05/2021