GENERAL TERMS AND CONDITIONS OF BUSINESS

(for sales to customers who are entrepreneurs, legal entities under public law or special funds under public law)

1.1 These General Terms and Conditions of Sale (hereinafter referred to as "GTC") shall apply to all contracts for deliveries and services between the

Paul H. Kübler Bekleidungswerk GmbH & Co. KG

Jakob-Schüle-Str. 11-25

73655 Plüderhausen

(hereinafter referred to as "Kübler"),

registered in the Commercial Register of the Stuttgart District Court under HRA 280429

Sales tax identification number: DE146618919

Telephone: +49 7181 8003-906

Fax: +49 7181 8003-7906

E-mail: service@kuebler.eu

represented by the managing partner Kübler GmbH, who is represented by the managing directors, and you as the customer (hereinafter referred to as the "Customer"), provided that the Customer is an entrepreneur, a legal entity under public law or a special fund under public law.

1.any conflicting, additional or deviating conditions of the customer shall not become part of the contract unless Kübler has expressly agreed to their validity in writing. These Terms and Conditions of Sale shall also apply if Kübler carries out a delivery to the customer without reservation in the knowledge of the customer's conflicting or deviating terms and conditions.

1.additional or deviating agreements to these Terms and Conditions of Sale, which are made between Kübler and the customer for the execution of a contract, must be recorded in writing in the contract. This also applies to the cancellation of this requirement for the written form.

1.4. rights to which Kübler is entitled according to the legal regulations beyond these sales conditions remain unaffected.

2.1. offers and cost estimates from Kübler are subject to change without notice and are non-binding, unless they are expressly designated as a binding offer.

2.2 Illustrations, drawings, weight and dimension specifications as well as other descriptions of the goods from the documents belonging to the offer are only approximately authoritative unless they are expressly designated as binding. They do not constitute an agreement or guarantee of a corresponding quality of the goods. 3.

2.contracts as well as their amendments and supplements must be made in writing, but may also be made by electronic data interchange (EDI). In the event of failure of the EDI solution for the electronic transmission of delivery data, the data shall be made available to the customer by Kübler as a report in a timely manner by e-mail or by fax.

2.a contract is only concluded with the confirmation of the order by Kübler. Kübler's silence in response to offers, orders, requests or other declarations from the customer is only deemed to be consent if this has been expressly agreed in writing. If the order confirmation contains obvious errors, spelling mistakes or miscalculations, it is not binding for Kübler.

3.1. unless expressly agreed otherwise, delivery shall be EXW INCOTERMS® 2020 (Jakob-Schüle Straße 11-25, 73655 Plüderhausen, Germany), i.e. the goods shall be made available to the customer for collection. At the request and expense of the customer, the goods will be shipped to another destination (hereinafter: "mail order purchase"), whereby Kübler is entitled in this case to determine the type of shipment itself. However, Kübler will insure the goods at the customer's request and at the customer's expense by means of transport insurance against the risks to be specified by the customer. 2.

3.the written order confirmation from Kübler is decisive for the scope of delivery. Changes to the scope of delivery must be confirmed in writing by Kübler in order to be effective. Kübler reserves the right to make changes to the design and shape of the goods, insofar as the changes are not significant and are reasonable for the customer. 3.

3.3. delivery periods are subject to correct and timely delivery by Kübler's suppliers.

3.kübler is entitled to make partial deliveries, provided that this is reasonable for the customer.

3.5 The agreement of delivery periods must be in writing. Delivery periods are non-binding unless they are expressly designated as binding. 6.

3.a delivery period begins with the dispatch of the order confirmation by Kübler, but not before the complete provision of any documents, approvals and releases to be procured by the customer, the receipt of an agreed down payment as well as the timely and proper fulfilment of any other acts of cooperation by the customer. 7.

3.7. agreed delivery periods shall be deemed to have been complied with if Kübler has made the goods available at the place of delivery or - in the case of a sale by delivery to a place other than the place of performance in accordance with section 3.1 sentence 2 - has handed them over to the person designated to carry out the transport, or if the customer has announced his refusal to accept the goods, by the time the delivery period expires.

3.the customer is only entitled to withdraw from the contract due to a delay in delivery if Kübler is responsible for the delay. 9.

3.9. if the customer has concluded a framework contract with Kübler for future deliveries with a fixed term and the customer does not call off the goods on time, Kübler is entitled, after the fruitless expiry of a reasonable grace period, to deliver the goods and invoice them, to withdraw from the contract or, if the customer has acted culpably, to demand compensation for damages instead of performance.

3.(10) If the goods have been handed over to the customer on Euro pallets or pallet cages (load carriers), the customer must hand over to Kübler load carriers in the same number and of the same type and quality at the place of the original handover.

3.notwithstanding the provisions in section 8.1, the customer is obliged to inspect the goods for externally visible damage upon delivery and to report any damage to the transport company carrying out the delivery and to have a corresponding written confirmation issued. If the customer does not comply with this obligation, he is obliged to compensate Kübler for the resulting damage.

4.(1) A case of force majeure shall be deemed to exist in the event of any external, unforeseeable, unavoidable and unusual occurrence that is beyond Kübler's control and that occurs after the conclusion of the contract and that can neither be avoided nor remedied by economically acceptable means.

4.2. an event of force majeure exists in particular in the following cases: War, terrorist conflict, epidemics, pandemics, fire damage, floods, extraordinary weather events or natural disasters.

4.in the event of an event of force majeure, the affected contracting party shall immediately notify the contracting party of the occurrence and cessation of the event in question. It shall use its best endeavours to remedy the event and limit its effects as far as possible. 4.

4.the contracting parties undertake to adapt the contract to the changed circumstances in good faith. For the duration and to the extent of the impact of the event, the contracting parties shall be released from their obligations under the contract and shall not owe any damages in this respect. In addition, either contracting party may withdraw from the contract if it is foreseeable that a binding delivery period will be exceeded by more than 4 weeks.

5.unless expressly agreed otherwise, the risk of accidental loss or accidental deterioration shall pass to the customer in accordance with EXW INCOTERMS® 2020, i.e. at the time Kübler makes the goods available at the place of delivery in accordance with section 3.1 sentence 1 or - in the case of a sale by delivery to a place other than the place of performance in accordance with section 3.1 sentence 2 - hands them over to the person designated to carry out the transport. This shall also apply if partial deliveries are made or Kübler has assumed the transport costs in deviation from clause 3.1 sentence 2 in the individual case.

5.if the customer is in default of acceptance, Kübler can demand compensation for the damage caused by the delay. The lump sum for damages amounts to 0.5% of the net price of the delivery per day of delay, however, a maximum of 5% of the net price of the delivery in total. The contracting parties reserve the right to claim further damages and to prove lesser damages. The risk of accidental loss or accidental deterioration of the goods shall pass to the customer at the time when the customer defaults on acceptance. 3.

5.the customer shall accept delivered goods without prejudice to his claims for defects even if they have insignificant defects. The customer shall also be obliged to accept the goods if the goods made available show quantity deviations of up to 5% or if the goods made available were delivered insignificantly too early.

6.1. the agreed price in EURO, which results from the order confirmation, plus value added tax shall apply. The statutory turnover tax is not included in the price and will be shown separately in the invoice at the statutory rate applicable on the date of invoicing.

6.(2) If the customer does not receive an order confirmation or if the order confirmation does not contain any price information, the price list valid at the time of delivery shall apply.

6.in the absence of a special agreement, the prices shall apply "ex works" (EXW in accordance with INCOTERMS® 2020). In the case of a sale by delivery to a place other than the place of performance in accordance with Clause 3.1, sentence 2, the customer shall bear the transport costs as well as the costs of any transport insurance requested by the customer. 4.

6.if there are more than four months between the order confirmation and the delivery and if price increases occur during this period, in particular due to wage increases, increases in the costs of raw materials, general price increases due to inflation or comparable circumstances, Kübler is entitled to charge a correspondingly higher price. Kübler will prove the price changing factors to the customer upon request.

6.5. replacement part deliveries and returns of repaired goods, insofar as these are not covered by the liability for material defects, will be made against payment of a reasonable flat rate for shipping and packaging costs, which in case of doubt will be EUR 25.00, plus the remuneration for the service provided by Kübler.

6.6. claims of Kübler for payment of the purchase price are subject to a limitation period of five years in deviation from § 195 BGB.

7.1. unless otherwise agreed in writing, payment of the gross price plus possible costs for freight and insurance must be made within 10 days from the date of the invoice with a 2% discount or within 30 days from the date of the invoice without any deduction. 2.

7.2. payment shall be deemed to have been made when Kübler can dispose of the amount.

7.3. if the payment deadline is exceeded, Kübler is entitled to demand interest on arrears at the statutory rate (currently 9 percentage points above the base interest rate). Kübler reserves the right to claim further damages. 4.

7.4. the customer's counterclaims only entitle him to offset and to assert a right of retention if they have been legally established or are undisputed. Furthermore, the customer can only assert a right of retention if his counterclaim is based on the same contractual relationship.

7.5 Kübler is entitled to execute or provide outstanding deliveries or services only against advance payment or the provision of security if, after the conclusion of the contract, circumstances become known which are likely to significantly reduce the creditworthiness of the customer and which jeopardise the payment of Kübler's outstanding claims by the customer from the respective contractual relationship. This applies accordingly if the customer refuses to pay Kübler's outstanding claims or does not make payment and there are no undisputed or legally established objections against Kübler's claims.

8.1. the customer's rights in respect of defects presuppose that he has fulfilled his legal obligations to inspect and give notice of defects (§§ 377, 381 HGB), in particular that he has immediately inspected the delivered goods on receipt and has immediately notified Kübler in writing of obvious defects and defects which were recognisable during such an inspection. The customer must notify Kübler in writing of hidden defects immediately after their discovery. The notification is considered to be immediate in the sense of sentence 1 if it is made within 8 working days (Mon-Fri), whereby the receipt of the notification by Kübler is decisive in order to meet the deadline. If the customer fails to carry out the proper inspection and/or report the defect, Kübler's liability for the defect is excluded. The customer must describe the defects in writing when notifying Kübler. 2.

8.if a notification of defects is unjustified, Kübler is entitled to demand compensation from the customer for the expenses incurred, unless the customer can prove that he is not at fault with regard to the unjustified notification of defects.

8.3. claims for subsequent performance are excluded in the case of minor, technically unavoidable deviations in colour, size, weight, equipment or design.

8.4. in the event of defects in the goods, Kübler is entitled, at its own discretion, to supplementary performance by rectifying the defect or delivering goods that are free of defects.

8.5. if the subject matter of the contract is not at the place of delivery, the customer shall bear all additional costs incurred by Kübler as a result in remedying defects, unless the transfer to another location is in accordance with the contractual use.

8.6. subject to a deviating agreement on quality, there shall be no rights in respect of defects in the following cases

8.6.1. in the case of batch-dependent colour differences;

8.6.2. in the case of dimensional tolerances on the respective production part of +/-2 cm;

8.6.3. in the case of shrinkage values of < 3 %;

8.6.4. in case of natural wear;

8.6.5. in the case of condition of the goods or damage occurring after the transfer of risk as a result of improper handling not in accordance with the operating instructions, improper storage, improper care or excessive stress or use;

8.6.6. in the case of condition of the goods or damage that occurs due to force majeure, special external influences that are not assumed according to the contract, or due to the use of the goods outside of the assumed or usual use according to the contract.

8.7. Kübler is not liable for the quality of the goods that is based on the processing or the choice of material, insofar as the customer has prescribed the design or the material in deviation from Kübler's range of services.

8.8. insofar as the goods are personal protective equipment (PPE), the following special provisions apply:

8.8.1 The customer must observe the manufacturer's information without fail, in particular with regard to cleaning instructions, instructions for use and repair instructions. Kübler is not liable for damage caused by failure to observe the manufacturer's information. Furthermore, the customer is responsible for determining the required protection class of the PPE goods. Kübler accepts no liability for the protection class of the PPE goods required by the customer. 8.2.

8.8.2 Any processing or further processing as well as any other modification of the goods by the customer will invalidate the certification of the PPE goods. Kübler does not accept any warranty for defects which only arise due to such a change by the customer. 9.

8.the limitation period for the customer's claims for defects is 12 months and begins with the delivery of the goods (transfer of risk). Unless this is done as a gesture of goodwill, the limitation period shall not recommence as a result of subsequent performance. It also applies to claims in tort based on a defect in the goods. Kübler's unlimited liability for damages resulting from the breach of a guarantee or from injury to life, body or health, for intent and gross negligence and for product defects remains unaffected.

Kübler is liable to the customer for all contractual, quasi-contractual and statutory claims, including claims in tort, for damages and reimbursement of expenses as follows:

9.1. Kübler is unrestrictedly liable for any legal reason

(i.) in the case of intent or gross negligence,

(ii.) in the event of intentional or negligent injury to life, limb or health,

(iii.) in the event of the assumption of a guarantee for the quality of the goods or any other guarantee,

(iv.) in the case of fraudulently concealed defects,

(v.) on the basis of mandatory liability (e.g. under the Product Liability Act).

9.3. Kübler's liability is otherwise excluded.

The liability regulations in clauses 9.1 to 9.3 also apply with regard to Kübler's liability for its vicarious agents and legal representatives.

10.1 The delivered goods remain the property of Kübler until full payment of all claims Kübler has against the customer from the business relationship.

10.the customer is obligated to treat the goods subject to retention of title (hereinafter also referred to as "goods subject to retention of title") with care for the duration of the retention of title. In particular, he is obliged to sufficiently insure the goods at his own expense against fire, water and theft damage at replacement value. The customer hereby assigns to Kübler all claims for compensation arising from this insurance. Kübler hereby accepts the assignment. Should an assignment not be permissible, the customer hereby instructs his insurer to make any payments only to Kübler. Further claims by Kübler remain unaffected. The customer must provide Kübler with proof of the insurance policy upon request.

10.3. If the goods subject to retention of title are combined with other items that do not belong to Kübler to form a uniform item, Kübler shall acquire co-ownership of the uniform item in the ratio of the value of the goods subject to retention of title (final invoice amount including VAT) to the other items at the time of combination. If the goods subject to retention of title are combined with other items in such a way that the customer's item is to be regarded as the main item, the customer hereby transfers to Kübler pro rata co-ownership of this item. Kübler accepts this transfer. The provisions of this clause 10.3 shall apply accordingly if the goods subject to retention of title are mixed or processed with other items. 4.

10.the customer is revocably entitled to sell the goods subject to retention of title in the ordinary course of business. The customer is not entitled to pledge the goods subject to retention of title, to assign them as security or to make any other dispositions that could endanger Kübler's ownership. In the event of seizures or other interventions by third parties, the customer must inform Kübler immediately in writing and provide all necessary information, inform the third party of Kübler's ownership rights and cooperate in Kübler's measures to protect the goods subject to retention of title.

10.5 The customer hereby assigns to Kübler the claims from the resale of the goods subject to retention of title in the amount of the invoice amount including value added tax with all ancillary rights. Kübler accepts this assignment already now. If the goods subject to retention of title are sold together with other goods not supplied by Kübler, the claim from the resale is assigned in the ratio of the value of the goods subject to retention of title (final invoice amount including VAT) to the other goods sold. If an assignment should not be permissible, the customer hereby irrevocably instructs the third-party debtor to make any payments only to Kübler. 6.

10.the customer is revocably authorised to collect the claims assigned to Kübler in trust for Kübler in his own name. The right of Kübler to collect these claims itself is not affected by this. However, Kübler will not assert the claims itself and will not revoke the direct debit authorisation as long as the customer duly fulfils his payment obligations. However, if the customer behaves in breach of contract - in particular in the case of default in payment - he must inform the supplier of the assigned claims and the respective debtors, inform the respective debtors of the assignment and hand over all documents to Kübler as well as provide all information that Kübler requires to assert the claims. 7.

10.7. Kübler can revoke the customer's right to resell as well as the collection authorisation if the customer does not properly fulfil his payment obligations to Kübler, is in default of payment, stops his payments or if the opening of insolvency proceedings against the customer's assets is applied for.

10.at the customer's request, Kübler is obliged to release existing securities to the extent that the realisable value of the securities exceeds Kübler's claims from the business relationship with the customer by more than 10%, taking into account customary bank valuation discounts. Kübler shall be responsible for selecting the securities to be released. 9.

10.(9) In the case of deliveries of goods to other legal systems in which the retention of title provision in accordance with this clause 10 does not have the same security effect as in the Federal Republic of Germany, the customer hereby grants Kübler a corresponding security interest. If further measures are required for this purpose, the customer shall do everything in its power to grant Kübler such a security interest without delay. The customer shall cooperate in all measures necessary and conducive to the effectiveness and enforceability of such security interest.

11.1. in the event of behaviour by the customer that is in breach of contract, in particular in the event of default in payment, Kübler is entitled, without prejudice to other contractual and legal rights, to withdraw from the contract after the expiry of a reasonable period of grace.

11.2 Kübler is entitled to withdraw from the contract without setting a grace period if the customer suspends payments or applies for the opening of insolvency proceedings or comparable proceedings for the settlement of his debts.

11.the customer must grant Kübler or its representatives access to the items subject to retention of title immediately after the declaration of withdrawal and hand them over. After giving appropriate notice in good time, Kübler can otherwise realise the items subject to retention of title in order to satisfy the due claims against the customer. The proceeds of the realisation shall be credited against the customer's liabilities - less reasonable realisation costs. 4.

11.4. legal rights and claims shall not be limited by the provisions contained in this clause 11.

12.1. the customer is obliged to keep secret for an unlimited period of time all information which becomes accessible to him via Kübler and which is designated as confidential or which is recognisable as business or trade secrets according to other circumstances and to neither record nor pass on or utilise it. 2. the customer is obliged to keep secret by means of suitable contractual measures all information which becomes accessible to him via Kübler and which is designated as confidential or which is recognisable as business or trade secrets according to other circumstances.

12.the customer shall ensure by means of suitable contractual agreements with the employees and agents working for him that they also refrain for an unlimited period from any exploitation, disclosure or unauthorised recording of such business and trade secrets.

13.(1) The legal relationship between the customer and Kübler shall be governed by the laws of the Federal Republic of Germany, excluding the respective conflict of laws rules (IPR) and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

13.the exclusive place of jurisdiction for all claims arising from the business relationship is the registered office of Kübler. Kübler is also entitled to take legal action at the customer's registered office as well as at any other permissible place of jurisdiction. 3.

13.in international business transactions, the parties to the contract have the choice between resorting to the ordinary courts or to arbitration for all claims arising from the business relationship. If the parties invoke the ordinary courts, Clause 13.2 If the parties invoke arbitration, all disputes arising out of or in connection with the present contract shall be finally settled in accordance with the Rules of Arbitration of the German Institution of Arbitration (DIS). 4.

 13.the seat of the arbitral tribunal shall be Plüderhausen in Germany. The arbitral tribunal shall consist of three arbitrators. Unless otherwise agreed by the parties, at least one of the arbitrators must be a lawyer. The arbitrators must be proficient in the language of arbitration. The language of arbitration shall be German, unless the parties have agreed on another language of arbitration.

14.1. the transfer of the customer's rights and obligations to third parties is only possible with Kübler's written consent.

14.the place of performance for all services of the customer and Kübler is the registered office of Kübler.

Status: December 2020