Merz Maschinenfabrik GmbH: GTC

General Terms and Conditions (GTC)

These General Terms and Conditions apply to all contracts, deliveries and other services of Merz Maschinenfabrik GmbH (here referred to as the “Seller”) vis-à- vis entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), both domestically and internationally.
Any deviating, conflicting or supplementary terms and conditions of the Buyer must only become part of the contract if their applicability has been expressly agreed to in writing.
These GTC shall also apply to all future business relationships without requiring renewed reference.

The subject matter of the contract is the manufacture and sale of circular knitting machines mainly for the production of medical compression stockings, as well as the sale of related spare parts.
The delivered machines are knitting machines especially for the production (customs tariff number | HS code 84471100) and do not constitute medical devices within the meaning of national or international medical device regulations.

Offers made by the Seller are non-binding and subject to change unless expressly designated as binding.
A contract needs only be concluded upon written order confirmation by the Seller or upon execution of the delivery.
Technical data, drawings and performance specifications shall only be binding if expressly confirmed in writing.

Unless otherwise agreed, all prices are ex works (EXW) in accordance with Incoterms® 2020, plus costs for packaging, transport, insurance, customs duties, taxes, charges and the applicable statutory value-added tax.
In the case of export deliveries, the Buyer must bear all duties, taxes and fees applicable in the country of destination.

Payments must be due immediately upon invoice date without deduction, unless otherwise agreed in writing.
Payments must be made exclusively in the currency € = EURO.
In the event of default in payment, the Seller must be entitled to charge statutory default interest.
The Seller must be entitled to execute deliveries in whole or in part only against advance payment, letter of credit or provision of security, in particular in the case of international transactions.
Set-off or retention rights must only be permitted with undisputed or legally established claims.

The scope of delivery must be determined exclusively by the written order confirmation.
Delivery periods must only be binding if expressly confirmed in writing as binding.
Cases of force majeure as well as unforeseeable events beyond the Seller’s control (e.g. strikes, supply chain disruptions, governmental measures, export restrictions) shall reasonably extend the delivery period.
Partial deliveries are permissible insofar as they are reasonable for the Buyer.

Unless otherwise agreed in writing, delivery shall be made EXW (Incoterms® 2020).
Risk and responsibility shall pass to the Buyer upon handover of the goods to the freight forwarder, carrier or upon collection by the Buyer, including in the case of partial deliveries.
Transport insurance shall only be taken out upon express request and at the Buyer’s expense.

The Buyer must be responsible for compliance with all national and international import, customs and export regulations.
The Seller must not be liable for delivery delays or impediments caused by export control regulations or official approvals.
The Buyer undertakes not to resell, transfer or use the delivered goods in violation of export, sanction or embargo regulations.

The delivered goods remain in the property of the Seller until full settlement of all claims.
In the case of international transactions, the retention of title must apply in the legally permissible form applicable in the respective jurisdiction.
The Buyer must immediately inform the Seller of any third-party access to the goods subject to retention of title.

The machines may only be operated in accordance with the operating and maintenance instructions provided.
Modifications, software changes or the use of non-approved spare parts shall be at the Buyer’s own risk and shall exclude warranty and liability claims.

Responsibility for the manufacture, quality, certification, approval and marketability of the end products manufactured using the machines lies exclusively with the Buyer.
The Seller assumes no liability whatsoever for medical, therapeutic or regulatory properties of the manufactured products.
Compliance with national and international legal requirements (e.g. RAL, MDR, FDA, local standards) must be the sole responsibility of the Buyer.

The Buyer must inspect the goods immediately and notify the Seller in writing without undue delay of any apparent defects.
In the event of justified defects, the Seller shall, at its discretion, provide repair in the case of machines or replacement delivery in the case of spare parts.
The warranty period is 12 months from the invoice date.
Any further claims are excluded to the extent permitted by law.

The Seller must be liable without limitation only in cases of intent and gross negligence.
In cases of slight negligence, the Seller must only be liable for breach of essential contractual obligations and limited to the foreseeable, typical contractual damage.
Liability for indirect damages, production downtime, loss of profit or consequential damages is excluded.
Liability under the Product Liability Act remains unaffected.

The place of jurisdiction for all disputes shall be the registered office of the Seller, provided the Buyer is a merchant.
The laws of the Federal Republic of Germany must apply exclusively.
The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.
The contract language shall be German. In the event of translations, only the German version must be authoritative.

Amendments and supplements must require written form.
Should any provision of these GTC be or become invalid, the validity of the remaining provisions shall remain unaffected.

Hechingen, den 04. Februar 2026

Hans-Ulrich Keck | Martin Rein

(Geschäftsführer) (Geschäftsführer)