TERMS OF DELIVERY AND PAYMENT (D) As of 08/31/2025

GENERAL:
The following terms and conditions apply to all contracts, deliveries and other services, provided that they
may not be modified or excluded with our express written consent.
Buyer's terms and conditions shall not become binding even if we do not agree to them again.
expressly object.

I. OFFER AND PURCHASE CONTRACT
1 Our offers are always subject to change. The documents belonging to the offer, such as illustrations,
Drawings, weights and dimensions are only approximate unless they are expressly stated otherwise.
are designated as binding. Performance data are deemed to be average values for normal,
average soil conditions. We reserve the right to use cost estimates, drawings and other documents.
ownership and copyright.
2. the contract is concluded exclusively:
a) by our written order confirmation to the customer, even if the order of a
was issued by the factory representative, or
b) through the execution of the order.

II. SCOPE OF DELIVERY
Our written order confirmation shall be decisive for the scope of the delivery, in the case of a
offer with a time limit and timely acceptance of the offer, if no timely acceptance of the offer has been made.
order confirmation is available. Assurances of properties, collateral agreements and modifications - including
any written or verbal agreements made by our representatives - require our written consent.
Confirmation.
We reserve the right to make changes to the design and shape of the delivery item, insofar as the
delivery item is not significantly changed and the changes are reasonable for the customer.

III. PRICE AND PAYMENT
1. in the absence of special agreements, prices are ex works, excluding packaging,
Insurance, shipping and customs duties. The prices are subject to VAT at the applicable rate.
statutory amount. If delivery is to take place more than four months after conclusion of the contract, then
our prices valid on the day of dispatch will be charged.

2. all payments shall only be made directly to us free our paying agent. Payments to third parties, to
intermediaries or representatives shall be at the risk of the payer, unless a valid power of attorney for collection
is submitted.

3. unless otherwise agreed, payment must be made within 30 days of the transfer of risk.
and invoice date without deduction; in case of payment within 10 days after transfer of risk and
A discount of 2% is granted from the invoice date. A cash discount deduction on new invoices is
inadmissible if older due invoices are still unpaid.

4 The day of payment is the day on which we can dispose of the money. We reserve the right to,
invoice amounts in any amount by cash on delivery.

5. we reserve the right, in the case of several claims due against the customer, to determine to which
The customer's payment, installment payment or down payment is used to repay the debt.

6. checks and other securities are only accepted on account of payment.

7. if checks etc. are not cashed on time, the other terms of payment are not complied with
or if justified doubts arise with regard to the creditworthiness of the customer, our
all claims are due immediately.

8. if the payment deadlines are exceeded, we are entitled to charge interest on arrears in the amount of 8% above
base interest rate p.a. without the need for an express reminder.

9. the withholding of payments or offsetting due to any claims disputed by us shall be excluded.
Counterclaims by the customer are not admissible.

IV. DELIVERY TIME

1. delivery periods and dates shall only be deemed agreed as approximate and subject to reservation, unless,
that we have expressly given a written commitment as binding.

2. the delivery period shall commence with the dispatch of the order confirmation, but not before the provision of the
information to be provided by the customer and documents, approvals, releases to be procured
and before receipt of any agreed down payment. The delivery deadline shall be deemed to have been met if
the delivery item has left the factory or warehouse or the readiness for shipment has been confirmed.
is communicated.

3. the delivery period shall be extended appropriately in the event of labor disputes,
in particular strikes and lockouts, as well as in the event of unforeseen obstacles that occur outside the
our will, insofar as such obstacles affect the completion or delivery of the goods.
delivery item are of considerable influence.

4. this shall also apply if the circumstances occur with subcontractors. The aforementioned circumstances are
We are also not responsible if they occur during an already existing delay.
In important cases, we will inform the customer of the beginning and end of such obstacles as soon as possible.
communicate.

5. if, due to a considerable delay caused by our own fault, the customer is unable to
the customer demonstrably suffers damage, he is entitled to claim compensation for delay.
demand. For each full week of delay, it shall amount to 1/2 percent, but in total not more than 5 percent, of the
Net invoice value of that part of the total delivery that was not delivered on time due to the delay.
can be used. The customer shall be entitled to provide evidence that he has suffered a higher
damage than estimated in the lump sum. Conversely, we are entitled to provide evidence,
that the customer suffers no damage or significantly less damage than estimated in the lump sum,
was created.

6. if dispatch is delayed at the request of the customer, he shall be reimbursed, starting one month after
notification of readiness for dispatch, the costs incurred by storage, in the case of storage in our
factory or warehouse, but at least ½% of the invoice amount for each month. We are
However, after setting and fruitless expiry of a reasonable period of time, we shall be entitled to dispose of the
The customer shall be entitled to dispose of the delivery item and to supply the customer within a reasonably extended period. The
Compliance with the delivery period presupposes the fulfillment of the customer's contractual obligations. If
delay in performance and the customer grants a reasonable grace period with the express
declaration that he will refuse to accept the service after this period has expired, and if the grace period is not
the customer is entitled to withdraw from the contract.

V. SHIPMENT, TRANSFER OF RISK, ACCEPTANCE AND ORDER CHANGES

1. in the absence of a special agreement, the route and means of shipment shall be at our discretion.

2. the risk shall pass to the customer at the latest when the delivery item has left the factory,
even if partial deliveries are made or if we also provide other services, e.g. the
shipping costs or transportation and use. Rail transport damage should be covered by the
The recipient of the delivery must have the delivery certified by the railroad authorities. At the request of the customer
the shipment against theft, breakage, transportation, fire and water damage as well as
other insurable risks are insured.

3. if dispatch is delayed as a result of circumstances for which the customer is responsible, then the
risk shall pass to the customer from the day of readiness for shipment; however, we shall be obliged
to effect the insurance requested by the customer at the customer's request and expense.

4. delivered items, even if they have insignificant defects, are to be returned by the customer
without prejudice to the rights under Section X.

5. partial deliveries are permissible.

6. requests for changes to ordered and confirmed basic appliances are only possible with
approval of the sales management and must be made in writing. Change requests can generally be
not be considered if they are received within eight weeks before the confirmed delivery date.
be expressed. Requests for changes can also not be taken into account if the
Sales management was unable to make a decision up to eight weeks before the confirmed delivery date
or has met. Approval is given by the amended order confirmation. To meet the deadline
The decision of the sales management is therefore decisive. Change requests not taken into account
do not entitle the customer to withdraw from the contract and do not affect the existing contractual relationship.

VI. DELIVERY FOR FIELD SAMPLING

Field sample deliveries require our prior written consent. The terms of payment
in accordance with Section III are not canceled by this. Unless otherwise agreed, the device must
must be tested within 14 days of receipt. If the sample is not available due to seasonal
reasons cannot be carried out within this period, it must be notified immediately after the start of the possible
period of use. The trial may last no longer than 1 day. If the trial assignment does not
satisfaction of the consignee, the customer must inform us immediately and give us the opportunity
to give us the opportunity to conduct a new trial assignment within a reasonable period of time in the presence of our
authorized person. The appliance will be accepted if it is in perfect working order. An appliance is also
as accepted if it is used by the recipient for longer than 1 day. The customer is only obliged to
return of the device to us if it has been damaged during trial use in the presence of our authorized representative.
has not performed flawless work. In this case, the appliance must be cleaned immediately.
carriage paid and at the risk of the customer to us or to the address specified by us
to be returned. Necessary refreshing costs shall be borne by the customer if the wear and tear
is due to several days of use. If the device is not returned within 1 week of
is returned after a trial use, it shall be deemed to be permanently accepted. Upon return of an item
field sample, the customer's claims for replacement delivery or for compensation for
Damage of any kind is excluded.

VII.COMMISSION DELIVERIES

In the case of goods that we deliver on commission, the invoice shall be calculated on acceptance of the goods in fixed amounts.
invoice our prices valid on the day of the firm takeover plus delivery and payment costs.
Terms of payment in question. We must be notified immediately of firm acceptance. Goods on commission
must be protected from damage, theft, fire and the effects of the weather. The
Goods must also be insured against all risks. For goods on consignment, the customer shall bear the
Insurance fees and freight charges. These will not be refunded on return or redemption. We
have the right to dispose of the goods on consignment at any time. In this case, the
dispatch in accordance with our instructions without delay. For any consequences of delayed
The consignment warehouse keeper is responsible for shipment.

VIII. COMMISSION BUSINESS

In the case of commission transactions, payment must be made directly to us by the customer. The
The agent must draw the customer's particular attention to this when concluding the transaction. The
The brokerage company is not authorized to collect. The agreed commission is only payable after receipt of the
full payment or full coverage of current bills of exchange.

IX. RESERVATION OF TITLE

1. we reserve title to the delivery item until all our claims against the customer have been settled.
the customer arising from the business relationship, including any claims arising from simultaneous or
contracts concluded at a later date are settled. This shall also apply if our individual or
all receivables have been included in a current account and the balance has been drawn and
is recognized. In the event of breach of contract by the customer, in particular default in payment, we are
entitled to take back the delivery item after a reminder, and the customer is obliged to surrender the delivery item.
is obligated. For use and wear and tear of the returned delivery item as well as for
transportation costs that we incur as a result of the return, we can demand appropriate compensation.
claim.

2. in the assertion of our retention of title and in the seizure of the delivery item
by us, unless §§ 491 ff. BGB apply, a withdrawal from the contract shall only exist if,
if we expressly declare this in writing.

3. the customer may neither pledge the delivery item nor assign it as security. In case of
In the event of seizure, confiscation or other dispositions by third parties, the customer shall
of this immediately.

4 The following provisions shall apply if the customer is a merchant. A
Extended retention of title is void for all non-merchants. We reserve the title to
the delivery item until all our claims against the customer arising from the delivery contract have been settled.
have been settled. The customer is entitled to sell the delivery item in the ordinary course of business.
resell the goods. However, he hereby assigns to us all claims arising from the resale.
resale against the customer or against third parties. If goods subject to retention of title
unprocessed or after processing or combination with objects that are used exclusively in the
property of the customer, the customer hereby assigns to the seller the rights arising from the sale.
resale in full to us. If goods subject to retention of title are
The customer - after processing/combining - together with other goods that do not belong to us,
sold, the customer hereby assigns the claims arising from the resale to us in full.
The customer shall assign to us all claims to the amount of the value of the reserved goods with all ancillary rights and priority over the rest. We accept the
assignment. The customer is authorized to collect these claims even after the assignment.
Our authorization to collect the claims ourselves remains unaffected by this; however, we undertake to
us not to collect the claims as long as the customer meets his payment and other obligations.
obligations properly. We can demand that the customer provides us with the
assigned claims and their debtors, provides all information necessary for collection
hands over the relevant documents and informs the debtors of the assignment.

5. the customer shall carry out any processing or treatment of the reserved goods on our behalf without any liability on our part.
obligations arise for the latter. In the event of processing, combining, mixing or
If the goods subject to retention of title are mixed with other goods not belonging to us, we are entitled to
the resulting co-ownership share in the new item in the ratio of the value of the goods subject to retention of title to the
other processed goods at the time of processing, combining, mixing or blending
to. If the customer acquires sole ownership of the new item, the contracting parties shall agree on this.
agree that the purchaser shall indemnify us in proportion to the value of the processed or combined, mixed
or blended goods subject to retention of title and grants us co-ownership of the new item free of charge for
stored with us.

6. if the purchaser uses the mediation of a financing company or a financial institution for the resale
of a credit institution, he is obliged to expressly inform them that the
ownership of the goods until the entire claim, together with the interest and costs incurred, has been settled.
costs have been paid to us.

7. if the value of the existing collateral exceeds the receivables to be secured by more than 20 %
we are obliged to release the goods to this extent at the request of the customer.
8. if, in connection with the payment of the purchase price by the customer, our bill of exchange
liability, the retention of title and the claim on which it is based shall expire
from deliveries of goods not before the bill of exchange has been honored by the customer as drawee.

X. LIABILITY FOR DEFECTS IN DELIVERY

We shall be liable for defects in the delivery to the exclusion of further claims without prejudice to Section XII, 4.
as follows:

1. all those parts are free of charge according to our reasonable discretion subject to choice
to repair or redeliver goods that have become defective as a result of a circumstance that occurred prior to the transfer of risk.
in particular due to faulty design, poor building materials or defective workmanship - as
unusable or significantly impaired in their usability. The determination
Such defects must be reported to us immediately in writing, stating the delivery date, the invoice number
and the machine number. In the absence of any other agreement, defective parts must be
carriage paid for inspection. Replaced parts shall become our property. If the customer gives us
or its customer does not have the opportunity to convince us of the defect, all claims for defects shall lapse.
Complaints relating to incorrect or incomplete delivery or to immediately recognizable defects
can only be considered if they are submitted within 10 days of receipt of the goods.
have come to our attention in writing.
Unless otherwise specified, our liability shall end twelve months after delivery; in the case of
seasonal machines, however, only at the end of the first period of use. If the shipment or the
commissioning through no fault of our own, liability shall expire no later than 12 months after
Transfer of risk. We reserve the right to make separate liability agreements for projects. The
The customer's right to assert claims arising from defects shall in all cases be time-barred from the time of
of the timely complaint within 12 months, but at the earliest upon expiry of the warranty period.

3. no liability is accepted for damage caused by the following reasons:
Unsuitable or improper use, overloading, faulty assembly or installation.
Commissioning by the customer or third parties, non-observance of the operating instructions, natural causes
Wear and tear, incorrect or negligent handling, unsuitable operating materials, replacement materials,
chemical, electrochemical or electrical influences, provided they are not attributable to our fault.
are attributable. We do not accept any liability for damage to second-hand purchased
delivery items.

4. to carry out all repairs and corrections that we deem necessary at our reasonable discretion
After consultation with us, the customer shall grant us the necessary time and opportunity for replacement deliveries.
otherwise we shall be released from liability for defects. Only in urgent cases of danger to the
operational safety and to prevent disproportionately large damage, whereby we immediately - after
possibility before the defect is remedied - or if we are responsible for remedying the defect.
defect, the customer has the right to remedy the defect himself or have it remedied by a third party.
and to demand reimbursement of the necessary costs from us.

5. of the direct costs arising from the repair or replacement delivery, we shall bear -
insofar as the complaint proves to be justified - the costs of the replacement part including
of shipment as well as the reasonable costs of removal and installation, unless the customer has not paid these costs.
itself, furthermore, if this can be reasonably demanded in the individual case,
the costs of any necessary provision of our fitters and assistants.
Otherwise, the customer shall bear the costs.

6. the warranty period for the replacement part and the repair shall be three months; it shall expire
but at least until the expiry of the original warranty period for the delivery item. The
The period of liability for defects in the delivery item shall be extended by the duration of the period of
The period of interruption caused by the repair work is extended.

7. by any improper use by the customer or third parties without our prior consent.
liability for any resulting changes or repair work is excluded.
Consequences canceled.

8. insofar as we - taking into account the statutory exceptions - do not meet a reasonable deadline set for us
The customer has allowed the grace period for rectification or replacement delivery due to a defect to expire fruitlessly,
the customer has a right of withdrawal within the framework of the statutory provisions. If there is only an insignificant
defect, the customer shall only be entitled to reduce the contract price. Otherwise
the right to a reduction is excluded.

9. further claims of the customer, in particular a claim for compensation for damage not caused to the
delivery item itself are excluded. This exclusion of liability does not apply to
willful intent or gross negligence on the part of the owner or executive employees and in cases where
in accordance with the Product Liability Act in the event of defects in the delivery item for personal injury or property damage to
is liable for privately used objects. It also does not apply in the absence of properties that
are expressly warranted if the purpose of the warranty was precisely to protect the customer against damage,
which have not arisen on the delivery item itself.

10. if the use of the delivery item leads to the infringement of industrial property rights or
copyrights in Germany, we will grant the customer the right to use the copyrights at our expense.
further use or to procure the delivery item in a manner that is reasonable for the customer.
so that the property right infringement no longer exists. If this is only possible under economic
unreasonable conditions or with an unreasonable extension of the deadline, the
The customer and we shall each be entitled to withdraw from the contract. Furthermore, we shall inform the customer of
undisputed or legally established claims of the respective owners of the property rights
indemnify us. The above provisions shall only apply if the customer notifies us immediately of the
the asserted infringement of property rights/copyrights, the defect of title is not attributable to
an instruction of the customer or an unauthorized modification and/or non-contractual
use of the delivery item by the customer, to take all defensive measures against us.
including out-of-court settlements are reserved and the customer shall pay us a reasonable
extent in the defense against the asserted claims or in the implementation of the
Modification measures supported.

XI. LIABILITY FOR SECONDARY OBLIGATIONS

If, through our fault, the delivered item is damaged by the customer as a result of omitted or
faulty execution of proposals and advice given before or after conclusion of the contract
and other ancillary contractual obligations - in particular instructions for operation and maintenance
of the delivery item - cannot be used in accordance with the contract, the following shall apply to the exclusion of
The provisions of Sections X and XII shall apply accordingly to further claims of the customer.

XII. RIGHT OF THE CUSTOMER TO WITHDRAW FROM THE CONTRACT AND OTHER LIABILITY OF THE SUPPLIER

1. liability for damages is limited to intent and gross negligence on the part of the owner, the executive bodies
or executive employee, unless the defect has been fraudulently concealed or its
absence or for the defect is liable under the Product Liability Act for personal injury or death.
property damage to privately used objects, or damage to body and health.
health or material contractual obligations have been breached.

2. in the event of a breach of material contractual obligations, we shall also be liable in the event of gross negligence.
negligence of non-executive employees and in cases of slight negligence.

3. liability for slight negligence is limited to the reasonably foreseeable damage typical for the contract.
foreseeable damage.

4. further claims are excluded.

XIII RIGHT OF RABE AGRARTECHNIK GmbH TO WITHDRAWAL

If, after the conclusion of the contract but before delivery, we become aware of facts that could affect the creditworthiness of the
If the information provided by the customer appears doubtful without us being responsible for the lack of knowledge, we are
entitled to demand advance payment or corresponding securities and, in the event of refusal, to withdraw from the contract.
to withdraw from the contract. The same shall apply if the customer, despite repeated reminders, fails to pay his
payment obligations from previous contracts are not fulfilled. Claims for damages due to a
The customer may not assert claims for such withdrawal.

XIV. PLACE OF PERFORMANCE, PLACE OF JURISDICTION, APPLICABLE LAW

1. the place of performance for deliveries is the respective supplying plant for deliveries ex works

2. for all disputes arising from the contractual relationship, if the customer
a fully qualified merchant, a legal entity under public law or a public law entity
special assets is to bring the action before the court that has jurisdiction for our head office
(place of jurisdiction Osnabrück). We are also entitled to sue at the customer's headquarters.

3. the relationship between the customer and us shall be governed exclusively by the terms and conditions set out in the
Federal Republic of Germany.

XV. WARRANTY GUIDELINES

1. the warranty period for our products is 12 months from delivery of the product
delivery item to the customer, unless the customer has returned the unused delivery item to the customer.
resold; in this case, the warranty ends 12 months after delivery.

2. warranties must be submitted with the Rabe warranty application no later than 2 weeks after
damage has occurred. Warranty claims must be completed correctly and in full.
3. raven reimburses in Germany for warranty work carried out: 43,- €/h plus.

4. warranties, the reimbursement of which exceeds € 150 plus VAT, may only be granted after
only after prior consultation and approval by Rabe customer service.

5. if a defect occurs within the warranty period, this must be rectified by the service partner
to remedy the defect. In accordance with the applicable warranty guidelines, the service partner receives a
remuneration. The prerequisite for this is that the service partner has completed the machine registration.
has.

6. replaced warranty parts must be kept ready until the decision on the warranty claim has been made and
only be sent carriage paid at the request of Rabe. Hydraulic and electronic parts must always be
marked with the number of the warranty claim immediately to Rabe in the most cost-effective way
to be returned for damage assessment. If the parts are not requested, they must be
be rendered unusable and scrapped after the decision on the warranty claim. Exceptions
The Rabe customer service department can be consulted on a case-by-case basis regarding exemptions from the obligation to return goods.

7 The warranty parts are initially invoiced. After receipt of the ordered spare parts and the
the corresponding invoice, the service partner is obliged to pay the entire invoice amount within
within the specified payment period. After settlement of the guarantee application, a
Credit note at the applicable prices less discount.

XVI Telematics systems and remote access for telehandlers

1. the information provided by us as Zoomlion brand telescopic handlers sold as merchandise are equipped as standard with with a equipped with a telematics system that enables GPS-based localization and enables the remote transmission of technical operating data. This includes In particular, information on location and battery status, Fuel level, operating temperatures, driving behavior, as well as Fault and error codes that have occurred.

2. by purchasing and commissioning the telescopic handler, the customer expressly agrees to agree that this data may be processed by us as well as by the manufacturer (Zoomlion) may be retrieved and processed in real time. The processing is carried out exclusively for the purpose of technical diagnosis, the improvement of customer service, maintenance and maintenance planning and for the assessment of any warranty or Warranty claims.

3. the customer is advised that a failure to respond to reported errors or Faults recorded by the telematics system to exclude of warranty claims, provided that he is able to remedy the defect. the respective disruption would have been reasonable and he has fulfilled his duty to cooperate. was not complied with.The collection and processing of data collected as part of the telematics system takes place in compliance with the applicable data protection regulations. Further Information on data processing can be found in the privacy policy can be taken.