AGB

General Terms and Conditions (GTC)

of Bendforce GmbH

Kleine Häg 6
29313 Hambühren
Germany

(hereinafter referred to as the "Contractor")

1. Scope of Application

1.1 These General Terms and Conditions ("GTC") apply to all contracts between the Contractor and its customers ("Customer") relating to mobile pipe bending services and project-related planning services, including, without limitation, bend pipe and pipeline planning.

1.2 Any terms and conditions of the Customer that deviate from, conflict with, or supplement these GTC shall not apply unless expressly accepted by the Contractor in writing.

2. Subject Matter of Services

2.1 The Contractor provides mobile pipe bending services at the Customer's site and shall supply the necessary machinery and operating personnel.

2.2 The Contractor may additionally provide project-related planning and support services, including, without limitation:

• bend pipe and pipeline planning,
• technical drawings and designs of bend pipes,
• assistance with project-specific preparation of pipe bending works.

2.3 Planning services do not constitute engineering, structural, or statical services. The Contractor expressly disclaims any responsibility for the structural integrity, load-bearing capacity, constructional suitability, or building-physics performance of any planned or bent pipes or pipelines.

2.4 All pipe bending and planning services are performed strictly in accordance with the technical specifications provided or approved by the Customer.

2.5 The handling of pipes, including transport, delivery, provision, storage, positioning, and fixation, shall be the sole responsibility of the Customer.

2.6 Any waiting times resulting from pipes not being available or from other delays attributable to the Customer shall be chargeable in accordance with the Contractor's applicable price list.

3. Conditions at the Work Site

3.1 The Customer shall ensure that the following conditions are met at the work site:

• availability of a functional power supply as specified by the Contractor,
• sufficient working and maneuvering space for personnel and machinery,
• safe access routes and parking or setup areas for the Contractor's vehicles and equipment,
• provision of Customer personnel where required for pipe handling.

3.2 If the services cannot be performed or are delayed due to inadequate site conditions, any additional costs or expenses incurred shall be compensated separately.

4. Customer Responsibilities

4.1 The Customer is solely responsible for the material properties, suitability, and processability of the pipes provided, as well as for the accuracy and completeness of all technical specifications.

4.2 Prior to commencement of the services, the Customer shall perform a proper preliminary inspection of all pipes and materials provided, including, without limitation:

• dimensional accuracy, wall thickness, and material quality,
• visible damage, corrosion, or contamination,
• suitability for the intended bending process.

4.3 By making the pipes available at the work site, the Customer confirms that such preliminary inspection has been completed and that the materials are suitable for the agreed services.

4.4 Any damage to the pipes not directly caused by the bending process shall be borne exclusively by the Customer.

4.5 The Customer shall bear sole responsibility for bending radii, dimensions, technical specifications, and the final approval of the manufactured shapes.

4.6 Any planning services provided by the Contractor must be approved by the Customer in writing or in text form prior to implementation.

4.7 Upon approval of the planning, the Customer assumes sole responsibility for its technical, structural, and functional suitability and for its use within the project.

4.8 The Contractor assumes no liability for structural calculations, load assumptions, load-bearing capacity, or compliance with regulatory or supervisory requirements.

4.9 The Contractor shall not be liable for errors, defects, or damages resulting from incorrect, incomplete, or misleading information or materials provided by the Customer.

5. Prices and Payment

5.1 Unless otherwise agreed, services shall be invoiced based on the number of bends performed. Additional charges may apply for daily rates, setup times, travel and transportation costs, and waiting times in accordance with the applicable price list.

5.2 Invoicing shall be carried out in accordance with the billing cycles specified in the respective offer. Unless otherwise agreed, invoices shall be issued at the end of each calendar month for services rendered during that period.

5.3 Invoices are payable net within fourteen (14) days from the invoice date. A cash discount of one percent (1%) shall apply if payment is made within seven (7) days.

5.4 In the event of late payment, statutory default interest pursuant to Sections 286 and 288 of the German Civil Code (BGB) shall apply.

5.5 The Contractor reserves the right to require reasonable advance or interim payments.

6. Cancellations and Rescheduling

6.1 Any cancellation or rescheduling by the Customer must be made in writing.

6.2 Cancellation fees shall apply as follows:

• up to twenty-eight (28) days prior to the scheduled service date: no cancellation fee,
• twenty-seven (27) to fourteen (14) days prior: twenty-five percent (25%) of the agreed or estimated order value,
• thirteen (13) days prior: fifty percent (50%) of the agreed or estimated order value,
• less than forty-eight (48) hours prior: ninety percent (90%) of the agreed or estimated order value.

6.3 Irrespective of the cancellation date, the Contractor shall be entitled to invoice all services and expenses incurred up to receipt of the cancellation, including, without limitation:

• completed planning and project work,
• consulting and preparatory services,
• procured or reserved materials,
• setup times,
• travel and transportation costs,
• other internal or external expenses incurred.

6.4 Such invoicing shall be based on the actual status of services rendered at the time of cancellation and shall be in addition to, and not offset against, the lump-sum cancellation fees under Clause 6.2.

7. Acceptance and Warranty

7.1 All services shall be accepted by the Customer or its authorized representative. This applies to on-site pipe bending services as well as to planning services.

7.2 Planning services must be expressly accepted prior to implementation or further use. Acceptance may be given in writing or in text form (e.g. email).

7.3 Upon acceptance, the Customer confirms that the services comply with the agreed specifications and are fit for the intended purpose.

7.4 After acceptance, any claims for defects are excluded unless the defects were latent and could not reasonably have been detected at the time of acceptance.

7.5 Latent defects must be notified within seven (7) calendar days after discovery.

8. Liability

8.1 The Contractor's liability is excluded to the fullest extent permitted by law.

8.2 The Contractor shall be liable for damages, irrespective of the legal basis, only in cases of willful misconduct or gross negligence.

8.3 Liability for slight negligence, indirect or consequential damages, loss of production, loss of profit, or other purely financial losses is excluded.

8.4 The above limitations shall not apply in cases of injury to life, body, or health.

8.5 The Contractor shall not be liable for any damages resulting from incorrect or incomplete instructions or specifications provided by the Customer.

8.6 Any liability for the structural or constructional design of planned or bent pipelines is expressly excluded.

9. Subcontracting

9.1 The Contractor shall not subcontract the core pipe bending process.

9.2 The Contractor may subcontract ancillary or supporting services (e.g. transport or setup assistance) without affecting its contractual responsibility toward the Customer.

10. Retention of Title

10.1 Title to any items or components delivered shall remain with the Contractor until all claims arising from the contractual relationship have been paid in full.

11. Governing Law and Jurisdiction

11.1 These GTC and all contractual relationships shall be governed exclusively by the laws of the Federal Republic of Germany.

11.2 The exclusive place of jurisdiction for all disputes arising out of or in connection with this contract shall be the Contractor's registered office, provided the Customer is a merchant, a legal entity under public law, or a special public-law fund.

12. Final Provisions

12.1 Any amendments or supplements to this contract must be made in writing.

12.2 Should any provision of these GTC be invalid or unenforceable, the validity of the remaining provisions shall remain unaffected.

12.3 These General Terms and Conditions enter into force on 16 January 2026.