General Terms and Conditions of Sale and Delivery

Scope of Application, Offers & Contracts

1. 1.1  These general terms and conditions of sale and delivery apply to all contracts relating to our sale and delivery of products to our customers, regardless of whether this is a single transaction or a series of transactions based on a framework agreement. Our offers are made subject to confirmation. A contract is only formed when we give order confirmation in writing. These conditions nevertheless take in any case priority over customer’s different general terms and conditions. All orders are accepted and performed on the basis of these conditions.
2. 1.2  Unless agreed otherwise in writing, our offerings are non-binding.
3. 1.3  Any changes or additions to the content of the agreement must be must be approved by us in writing.
4. 1.4  Deviations with regard to dimensions, weight, technical design, manufacture and scope of the goods to be delivered shall be acceptable within the tolerance limits specific to the product and usual in trade. Moreover, the purchaser approves any deviating modifications made for technical improvement of the goods.

2. Delivery

1. 2.1  Deliveries are made ex works. Shipping costs are charged to the customer. If no express agreement is reached regarding the transport route and means of transport, we will make this selection with due care.
2. 2.2  Risk is transferred to the customer when the delivery is transferred to the courier, shipping company or collecting party, at the latest when it leaves our delivery plant or warehouse. This also applies to non-freight deliveries or to the use of own means of transport or means of transport provided by us, and also if we have assumed other services over and above the delivery.
3. 2.3  In the case of non-freight delivery, any later increases in shipping or export costs are charged to the customer.
4. 2.4  Packaging is charged at cost, to the extent that it is not lent, rented or provided free of charge.
5. 2.5  Partial deliveries are permitted.

3. Delivery deadlines, obstructions to delivery

1. 3.1  Delivery deadlines stated by our company are only legally binding if these are expressly confirmed in writing as being binding.
2. 3.2  Delivery deadlines are met if, by their expiration, the subject of the delivery has left our works or if its readiness for shipping has been communicated.
3. 3.3  Delivery deadlines are extended by a reasonable amount in the event of labor disputes, in particular strikes and lock- outs and the occurrence of unforeseen obstacles that are out with our sphere of influence. This applies in particular in cases of force majeure.
4. 3.4  Claims to damages as a result of delayed delivery are excluded, to the extent that gross negligence or willfulness on our part is not proved. We shall not be responsible for delays in delivery or performance on the basis of force majeure and incidents making delivery more difficult or impossible for us for which we shall not be answerable, in particular including operational disruptions of all kinds, difficulties in material or energy procurement, transport delays, strikes, deficiencies in employees, energy or raw materials, difficulties obtaining the necessary permissions from authorities, measures imposed by regulatory authorities, non-delivery, incorrect or untimely delivery by our suppliers. Where such events make it much more difficult or impossible for us to deliver the goods or provide the services and the hindrance is not only temporary, we shall be entitled to withdraw from the contract. In the event of temporary hindrances, the delivery or performance periods shall be extended and the delivery or performance dates shall be postponed by the duration of the hindrance plus a reasonable start-up period. If Purchaser cannot be reasonably expected to accept the delayed goods or services, he shall be entitled to withdraw from the contract by submitting an immediate written declaration to us.
5. 3.5  In the case of a major deterioration in the financial situation of the customer, in particular if payments are ceased or in the event of insolvency, our undertaking to make delivery lapses.

4. Prices

1. 4.1  The applicable prices are those stated in our order confirmation or the prices referred to in our respective applicable price list. The prices apply, if not otherwise agreed, ex works Ingelfingen.
2. 4.2  Value added tax in the respective statutory amount on the date of the delivery applies.

5. Payment

1. 5.1  If not otherwise agreed in writing, the following payment conditions apply:
   1. a)  within 30 days net;
   2. b)  within 14 days of the invoice date with a 2% discount.
   The date of receipt by us shall be decisive for the timeliness of the payment. If Purchaser fails to pay the invoice amount by the due date, default interest at the statutory rate shall be payable on the outstanding amounts from the due date; the right to charge higher interest and assert further claims for compensation in the event of default shall remain unaffected.
2. 5.2  If the economic situation of the customer deteriorates materially or if we become aware that our claims were significantly endangered when the contract was concluded, we are authorized to demand immediate payment under revocation of the agreed payment targets.
3. 5.3  The customer may only make offsetting claims against us or exercise a right of retention as a result of these claims if the customer’s counterclaim is undisputed or has been legally ascertained.

6. Retention of title

1. 6.1  Our deliveries are made under reservations of ownership within the meaning of Sec. 449 BGB (German Civil Code) according to the following conditions:
2. 6.2  We shall retain the title to the delivered goods until all secured claims have been paid in full. The customer shall be entitled to process and resell the retained goods in the normal course of business until enforcement. Pledging and transfer as security are not permissible.
3. 6.3  If the customer processes the retained goods, it is agreed that the processing shall take place in our name and for our account and that we immediately acquire the ownership or – if the processing involves materials of more than one

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owner or the value of the processed item exceeds the value of the retained goods – the co-ownership (ownership in fractional shares) of the newly created item in proportion of the value of the retained goods (invoice total incl. VAT) to the value of the newly created item. In case we should not acquire such ownership, the customer hereby transfers to us as security his future ownership or – in the above proportion – co-ownership of the newly created item. If the retained goods are combined with other items to form a uniform item or inseparably mixed with other items and one of the other items is regarded as the main item, we shall, to the extent that the main item belongs to us, transfer to the customer the proportionate co-ownership of the uniform item in the proportion stated in sentence 1 above.

4. 6.4  In the event that the retained goods are resold, the customer hereby assigns to us as security the resulting claim against the customer – if the customer holds co-ownership of the retained goods, proportionately in accordance with his share of co-ownership. The same applies to other claims that take the place of the retained goods or otherwise arise in respect of the retained goods, such as insurance claims or tort claims in case of loss or destruction. We authorize the customer on a revocable basis to collect the assigned claims in his own name. We may only revoke this collection authorization in the event of enforcement.
5. 6.5  The customer must notify us in writing without delay for any access by third parties to goods and receivables belonging to us.
6. 6.6  Enforcing our rights of ownership does not constitute rescission of the contract.
7. 6.7  If there are still retained goods, all receivables of the on-seller from on-selling are regarded as being assigned to us. If the value of the collateral exceeds our receivables by more than 20%, we will release collateral of our choosing at the customer’s request.

7. Warranties

1. 7.1  Any recognizable defects must be asserted in writing without delay after the deliver has been made or the service has been performed (e.g. repairs, assembly) within the meaning of Sec. 377 HGB (German Commercial Code), at the latest within 8 days.
2. 7.2  Special characteristics of the delivered products only become the content of the agreement if they are expressly confirmed by us in writing.
3. 7.3  All information on suitability, processing and use of our products, technical advice and other information are provided to the best of our knowledge, however this does not exempt the customer from making own checks and tests. This applies in particular to equipment or facilities that we do not supply, however which are used by the customer in connection with our delivery.
4. 7.4  Wearing parts are not covered by any warranty.
5. 7.5  The right of the ordering party to assert claims resulting from defects is limited in all cases to twelve months from delivery.
6. 7.6  No warranty is assumed for damages that result for the following reasons: Unsuitable or inappropriate use, defective assembly or equipment taken into operation by non-qualified staff, natural wear and tear, defective or negligent treatment, unsuitable consumables, defective storage, inappropriate interference with the products.
7. 7.7  In the event of a justified complaint, we will, at our discretion, repair the defect, supply a replacement, or accept return of the delivery against a credit note. All other claims are excluded. The customer’s right to demand a reduction in the purchase price or reversal of the order after an unsuccessful repair attempt or a defective replacement delivery is not affected.

8. Liability

1. 8.1  Our liability to pay compensation, no matter on what legal ground, in particular based on impossibility, default, defective or incorrect delivery, breach of contract or obligations during contract negotiations and tort, shall, to the extent that such liability depends on proof of fault, be limited pursuant to this section.
2. 8.2  We shall not be liable in the event of slight negligence of our executive bodies, legal representatives, staff members or other agents, unless material contractual obligations are breached. The limitations of liability set forth in this section shall not apply to our liability for willful intent, warranted quality features, injury to life, limb or health or our liability in accordance with the Product Liability Act.

9. Rights to documents

1. 9.1  The rights of ownership, copyright and usufructuary rights to drawings, drafts and other documents from our company are exclusively due to us. Use by the customer or by third parties requires our prior written consent.
2. 9.2  In particular reprints or other use of our marketing documents, price lists, brochures or other advertising is only permitted with our prior written consent.

10. Place of fulfillment, legal venue, applicable law

1. 10.1  Place of fulfillment is Ingelfingen. This also applies to deliveries and services to customers abroad.
2. 10.2  Legal venue for all litigation is Künzelsau, including business from foreign countries.
3. 10.3  If any individual provisions are or become invalid, this does not affect the validity of the entire terms and conditions of sale and delivery. A regulation shall apply which most closely approximates the purpose of the invalid individual provision.
4. 10.4  The laws of the Federal Republic of Germany apply.

Data Protection – please note: The customer agrees that we may save data from the contractual relationship in accordance with Sec. 28 BDSG (German Federal Data Protection Act) for the purposes of processing, and we shall reserve the right to transmit the data to third parties as much as it is necessary to fulfil the contract.