General Terms and Conditions of Weldotherm WTD Wärmetechnischer Dienst GmbH for the Supply of Temporary Workers

I. Validity of these provisions

1. Subject to deviating agreements in individual cases, contracts with Weldotherm WTD Wärmetechnischer Dienst GmbH (hereinafter referred to as WTD) for the provision of temporary workers shall be concluded exclusively in accordance with the following provisions; by placing an order, the customer agrees to our terms and conditions. Contracts for the rental of annealing equipment and accessories by WTD, on the other hand, are concluded in accordance with the “General Terms and Conditions of WTD for the Rental of Annealing Equipment and Accessories”; contracts for the provision of other services or deliveries by WTD are concluded in accordance with the “General Terms and Conditions of WTD for Services and Deliveries.”

2. Conflicting, deviating, or supplementary terms and conditions of the customer shall only be binding on WTD if WTD has expressly acknowledged them; this must be done in writing. This also applies to the cancellation of this clause.

3. WTD’s terms and conditions shall also apply if WTD dispatches temporary workers to the customer without reservation in the knowledge of conflicting or deviating terms and conditions of the customer.

4. These General Terms and Conditions apply to all services provided by WTD in connection with the temporary assignment of employees and to all obligations resulting from the contractual relationship with the customer for the temporary assignment of employees. With regard to entrepreneurs and legal entities under public law, WTD’s terms and conditions shall also apply to all future business relationships without the need for an additional declaration, provided that an initial contract with WTD existed in which these General Terms and Conditions were included.

5. An entrepreneur within the meaning of these General Terms and Conditions is a natural or legal person or a partnership with legal capacity who, when concluding a legal transaction, acts in the exercise of their commercial or independent professional activity. A partnership with legal capacity is a partnership that has the ability to acquire rights and enter into liabilities.

II. Conclusion of contract

1. Offers and cost estimates are generally subject to change without notice, unless the offer or cost estimate has been designated as binding by WTD for a specific period.

2. Pursuant to Section 12 (1) of the German Temporary Employment Act (AÜG), a written contract must be concluded between the customer and WTD for each order concerning the provision of employees in return for payment.

3. Amendments, subsidiary agreements, and supplements require the express written confirmation of WTD to be effective.

III. Subject matter of the contract

1. WTD expressly declares that it is in possession of the permit required for the provision of temporary workers in accordance with Section 1 AÜG. The permit was granted by resolution of the Regional Directorate of North Rhine-Westphalia on September 19, 2011.

2. WTD has concluded a written, still valid in-house collective agreement with the local trade union on the remuneration of temporary workers.

3. WTD is the employer of the temporary worker. Contractual relationships exist exclusively between WTD and the customer and between WTD and the temporary workers.

4. Temporary workers are not authorized to perform legal acts, make declarations, or accept declarations on behalf of and in the name of WTD.

IV. Rights and obligations of WTD

1. On the basis of the temporary employment contract, WTD undertakes to provide the customer with suitable temporary workers who are ready to work for the purpose of performing work.

2. WTD assures the customer that it has taken due care in selecting temporary workers with regard to their suitability and ability in relation to the purpose pursued by the customer, as set out in writing in the agreement.

3. WTD assures the customer that the temporary workers provided are contractually obliged to maintain confidentiality regarding all business matters of the hirer.

4. WTD shall endeavor, within the scope of its possibilities, to take into account any special requests of the customer regarding the provision of certain workers. Nevertheless, WTD has the right to recall temporary workers and replace them with others of equal value. In doing so, the customer is obliged to provide the information necessary for the proper selection of the temporary worker. The selection is made on the basis of the information provided by the customer.

V. Rights and obligations of the customer

1. The customer undertakes to deploy the temporary workers provided to them only for the work specified in writing in the temporary employment contract. This also applies to agreements on the time, duration, and location of the assignment. Changes to the contract can only be agreed with WTD, not with the temporary workers.

2. The customer further undertakes to employ the temporary workers provided to them only within the statutory working time limits. If official approval is required due to the employment period, the customer must obtain this. WTD will, for its part, do everything necessary to obtain the required approval.

3. The customer is responsible for issuing the instructions necessary for the temporary worker’s immediate activities at the customer’s premises and for supervising the temporary worker.

4. If a temporary employee does not show up at the customer’s premises, the customer must notify WTD within one hour.

5. The customer assures that it complies with occupational health and safety regulations. The customer is obliged to protect the temporary employee from dangers to life and health by providing information to the temporary employee and supplying appropriate equipment.

6. If, despite careful selection by WTD, a temporary employee proves to be unsuitable for the contractually agreed work, the customer is obliged to notify WTD immediately. If WTD is notified within the first four hours of the assignment and the customer requests that the temporary worker be replaced within the specified time, the hours worked up to the time of notification will not be charged. No liability claims can be derived from this.

7. In the event of an accident at work, the customer must notify WTD immediately, notwithstanding the reporting obligation under Section 193 of the German Social Security Code VII (SGB VII).

8. The hirer undertakes to have the temporary worker’s performance/time sheet signed by an authorized representative. The performance/time sheets must always be prepared after the individual temporary worker has completed their work. If a temporary worker is employed for a longer period of time, performance/time sheets must be prepared at least on the 15th and on the last day of each month. Upon signing the performance/time sheet, the services/hours of the temporary workers shall be deemed accepted and shall be remunerated to WTD on this basis. Changes to the performance/time sheets cannot be accepted retrospectively.

VI. Prices

Prices are generally valid per hour and per temporary worker for the agreed activity, the specified place of work, and without surcharges. Prices are net prices, plus statutory value added tax.

VII. Liability

1. WTD’s essential obligations towards the customer within the meaning of these General Terms and Conditions are: a) the selection of the employee to be assigned with regard to their objective suitability for the work to be performed, b) the assignment of the employee to the customer at the specified time and place, provided that the customer enters into its own contractual obligations towards third parties in anticipation of the assignment, from which it may be liable for damages, and notifies WTD of this prior to the conclusion of the contract.

2. WTD is liable for damages caused intentionally or through gross negligence.

3. Furthermore, WTD shall be liable for any culpable breach of essential obligations (cf. Section VII. 1.), in the event of the assumption of a quality guarantee, in the event of default, and in cases in which, for reasons for which WTD is responsible, the claim for performance is excluded pursuant to Section 275 (1) of the German Civil Code (BGB) or WTD may refuse performance pursuant to Section 275 (2) BGB. In these cases, WTD’s liability for damages caused by slight or simple negligence is limited to compensation for the foreseeable damage typical for this type of contract vis-à-vis entrepreneurs and legal entities under public law.

4. In all other cases of slight or simple negligence, liability for property damage and financial loss is excluded.

5. Liability for damages resulting from injury to life, limb, or health remains unaffected by the above liability provisions.

6. If the customer has failed to fulfill its obligation to notify WTD immediately that an unsuitable temporary worker has been provided and if the fact that the temporary worker is unsuitable was not apparent to WTD at the time of selection, compensation for damages incurred by the customer after the unsuitability has been determined is excluded.

7. However, WTD shall not be liable for damages incurred as a result of the temporary worker’s employment in breach of contract.

8. Furthermore, WTD shall only be liable for property damage and personal injury culpably caused by the temporary worker on the basis of negligence in selection. It should be noted that the customer has a duty of supervision.

9. Insofar as WTD’s liability for damages is excluded or limited in accordance with the above provisions, this also extends to the personal liability of WTD’s organs, employees, and other staff, representatives, and vicarious agents, and also applies to all claims arising from tort (Sections 823 et seq. BGB), but not to claims pursuant to §§ 1, 4 ProdHaftG (German Product Liability Act).

VIII. Accounting, documentation, payments and default of payment, defense of uncertainty

1. Invoices shall be issued on the basis of the service and time sheets signed by the customer, based on the prices agreed in advance in the contract. Invoices are generally issued immediately after the temporary employee has completed their assignment. If the temporary employment lasts for a longer period of time, regardless of the assignment of the individual temporary employee, partial invoices for the previous period shall be issued on the 15th and last day of each month on the basis of the service/time records.

2. The temporary worker is not authorized to collect payments.

3. The invoice amount is due immediately upon receipt of the invoice and must be paid without discount and free of charges. If checks are accepted in individual cases on the basis of express agreements, this shall only be on account of performance and also without discount. Any discount charges shall be borne by the customer. WTD shall only accept checks as fulfillment once the respective amounts have been credited to its account without reservation. WTD reserves the right to demand reasonable installment payments and advances.

4. If WTD has several claims against the customer, WTD shall determine to which debt the payment is to be credited. The customer shall only be entitled to set-off rights if his counterclaims have been legally established, are undisputed, or have been recognized in writing by WTD. The same applies to entrepreneurs or legal entities under public law for the assertion of rights of retention.

5. Default of payment shall automatically occur 14 days after receipt of the invoice by the customer if payment is not made, without the need for a payment reminder or special warning. In cases of a longer payment term, default shall automatically occur upon expiry of the period granted with the payment term. In both cases, however, the customer shall not be in default as long as the payment is not made due to circumstances for which he is not responsible. In the event of default in payment, the customer shall owe WTD default interest in the amount resulting from § 288 BGB (German Civil Code), unless WTD proves that the customer has incurred higher damages. In addition, WTD is entitled to charge a flat fee of €5.00 per reminder. WTD’s right to claim further damages as a result of the customer’s default in payment remains unaffected.

6. If, after conclusion of the contract, it becomes apparent that WTD’s claims against the customer are at risk due to the customer’s inability to pay, WTD shall be entitled to continue providing employees only against advance payment or security and to withdraw from the contract after the fruitless expiry of a deadline set for this purpose. The setting of a deadline is dispensable if the customer has seriously and definitively refused to provide performance step by step and to provide security. In such cases, WTD shall only invoice for the services it has provided up to the time of withdrawal. This does not exclude further claims by WTD for damages due to non-performance.

7. If the customer was granted the right to pay in installments and the customer defaults on two consecutive payment dates with the agreed installment or a not insignificant part of the installment, the entire amount payable in installments shall become due immediately. If the customer has been charged interest for the granting of payment by installments, a discount shall be made in accordance with the interest rate agreed for the installment payment for the period by which the total claim is repaid earlier due to the early due date. Any expenses saved by WTD as a result of the early due date shall be deducted from the remaining amount due.

IX. Termination

1. If the temporary employment contract is concluded for an indefinite period, it must be terminated in writing as follows:

a) within the first five working days with two working days’ notice,

b) thereafter with five working days’ notice to the following weekend.

2. If the temporary employment contract is concluded for a fixed term, the customer shall not be entitled to ordinary termination. The right to extraordinary termination remains unaffected.

X. Place of performance and prohibition of assignment

1. The place of performance for all services is Essen.

2. The assignment or pledging of claims to which the customer is entitled from the business relationship with WTD is excluded.

XI. Place of jurisdiction and applicable law

1. The place of jurisdiction for all claims of WTD against entrepreneurs and legal entities under public law arising from the business relationship is the registered office of WTD in Essen. This also applies to claims arising from checks and bills of exchange as well as to claims under tort law and declarations of dispute. However, WTD is also entitled to sue the customer at its general place of jurisdiction.

2. In the case of cross-border services, the registered office of WTD in Essen shall be the exclusive place of jurisdiction for all disputes arising from the contractual relationship (Art. 17 EuGVÜ or Art. 23 EuGVVO). However, WTD reserves the right to sue the customer at its general place of jurisdiction or to bring an action before any other court that has jurisdiction under the Brussels Convention or the Brussels II Regulation.

3. All business and legal relationships between the customer and WTD shall be governed exclusively by the laws of the Federal Republic of Germany.

XII. Final provisions

1. Should any of the above provisions be or become invalid, this shall not affect the validity of the remaining provisions. The invalid provisions shall be replaced by provisions that come closest to the economic purpose of the contract and the appropriate protection of the interests of both parties.

2. The above General Terms and Conditions shall remain in force until they are replaced by new General Terms and Conditions issued by WTD. Note pursuant to § 33 BDSG (Federal Data Protection Act): Customer data is processed electronically.

Status: August 13, 2025

XXIII. Links

SERVICES

RENTING