TERMS AND CONDITIONS

Article 1

Validity of the General Terms and Conditions of Purchase

1.1  All deliveries, services and offers to us shall be agreed exclusively on the basis of these General Terms and Conditions of Purchase (hereinafter: these conditions). Contrary terms and conditions of the contracting partner that deviate from these shall only apply if they are signed by a member of the management or an authorized signatory or someone authorized by us for this purpose on our part explicitly and in writing. General terms and conditions of the contracting partner are also non- binding, if their validity is not explicitly contradicted. A tacit recognition of the general terms and conditions of the contracting partner by conclusive behavior is excluded.

1.2  These conditions also apply to future contractual relationships.

1.3  Regulations or provisions deviating from these terms and conditions or additions require the written form.

Article 2

Inquiries and Orders

2.1  We are entitled to inquire prices and other conditions for deliveries and services of the contracting partner at any time. The contracting party shall thereupon submit an offer which shall strictly adhere to our request in terms of performance, with regard to all characteristics, in particular with regard to quantities and composition. Insofar as the offer deviates from our inquiry, the contracting party must expressly state this. The submission of the offer by the contracting partners shall be free of charge for us.

2.2  We are entitled to reject an offer made by the contracting party within two weeks after receipt by us; there is no obligation to accept the offer.

2.3  Orders on our part, with which we do not accept an offer from the contracting partner, can only be accepted by the latter within two weeks after the date of dispatch. Acceptance must be made in writing.

2.4  All specifications for the provision of deliveries and services contained in our orders are binding. This applies in particular to the price, the quality and the quantity as well as the time and place of performance.

Article 3

Delivery Modalities and Transfer of Risk; Retention of Title

3.1  The contracting party shall pack and secure the items to be delivered and, if it undertakes the transport, shall transport them in such a way that there is no risk of loss and/or damage to the items to be delivered during transport and that the items to be delivered can be safely unloaded at the place of destination. The statutory labelling requirements must be complied with.

3.2  The contracting partner must follow our instructions regarding the packaging and transport of delivery items.

3.3  Partial deliveries and excess or short deliveries are only permissible with our written consent.

3.4  The risk of accidental loss or accidental deterioration of the contracting partner's deliveries or services shall only pass to us upon delivery. Article 447 of the German Civil Code (BGB) is not applicable.

3.5  An extended and/or expanded retention of title by the contracting partner is excluded.

Article 4

Performance Problems

4.1 Agreed delivery dates or deadlines or performance dates or deadlines are binding. If the contracting party fails to comply with the binding agreed date or the binding agreed period, he shall be in default without a reminder. This shall not apply if the delay is due to a circumstance which the contracting party is not responsible for.

4.2 The contracting party is obliged to inform us immediately in writing if circumstances occur or become apparent to him which are liable to jeopardize a timely, complete and/or defect-free delivery or performance. The communication must provide the fullest and most accurate information possible on the circumstances, the extent of the hazard and the foreseeable duration of an impediment to delivery or service provision. If, after due assessment of the situation by the contracting party, the hindrance leads to the contracting party being unable to perform his services at all, he must explicitly state this.

4.3 If the Supplier does not provide service at the e his delivery or s agreed time, we are entitled to set an appropriate period of grace. In the event of fruitless expiry of the period of grace we shall be entitled to withdraw from the contract. There is no need to set a period of grace if it is superfluous according to the law. Above and beyond setting a suitable grace period, the contracting partner is not entitled to extension of the deadline for the provision of his delivery or service.

4.4 We shall be entitled to demand payment even before the delivery or the performance of the contracting partner to withdraw from the contract if it is evident that the conditions for withdrawal are fulfilled, in particular if this is evident from the notifications of the contracting party in accordance with Article 4.2 of this contract.

4.5 All rights to which we are entitled over and above this, in particular claims for damages due to breaches of duty by the contracting partner, shall remain unaffected.

Article 5
Standard of Care and Use of Subcontractors

5.1 The contracting party shall render its services with the diligence of a prudent businessman.

5.2 The use of subcontractors requires our prior written consent.

Article 6

Quality of Delivery and Performance

6.1 The contracting party shall ensure that its services:

• are complete, at the right time and in the right place,
• do not show any material defects and/or defects of title,
• meet the legal requirements applicable in Germany and those contained in other regulations, including all safety regulations, and comply with the applicable state of the art,
• are provided by adequately qualified personnel.

6.2 The contracting partner must constantly check the quality of its deliveries and services. In particular, he must check the quality of deliveries before sending them to us. The contracting partner shall document the results of these inspections and make this documentation available to us upon request. The documentation of the quality inspections must be kept by the contracting partner for a period of two years.

6.3 The contracting party undertakes to sign a separate quality assurance agreement. (QAA)

6.4 The contracting party shall mark its deliveries in such a way that they can be assigned to a production batch, so that we are in a position, in the event of defects occurring, to remove from production all delivery items originating from a batch until they have been inspected.

6.5 The contracting partner shall notify us in writing in good time of any changes in production processes, materials or other circumstances affecting production. In addition, he will provide us with all information necessary to verify the effects of the aforementioned changes on our production.

Article 7

Material Defects

7.1  A delivery or service of the contracting partner is defective if it does not have the agreed quality or, in the absence of such an agreement, is not suitable for the contractually presumed use. A delivery or service of the contracting partner is always defective if it does not correspond to the state of the art applicable at the time of the delivery or service. A delivery or service is also defective if the contracting partner provides a delivery or service that is different from the one ordered or that is quantitatively insufficient.

7.2  We shall be entitled without restriction to all statutory rights on account of defective delivery as well as any additional rights based on a special agreement with the contracting partner.

7.3  The limitation period for claims based on material defects is 12 months, unless the law provides for a longer limitation period for the delivery or service provided by the contracting partner. It begins with the complete provision of the service.
If it is a work performance in the sense of Article 631 BGB, the limitation period begins with the acceptance.

Article 8

Legal Defects

8.1  The contracting party shall be liable for ensuring that all deliveries and services are free from defects of title, in particular from third party rights which exclude or restrict their use.

8.2  If third parties assert infringements of industrial property rights against us and if the use of the delivery or service provided by the contracting partner is therefore wholly or partially impossible and unreasonable for us, the contracting partner shall be obliged to do everything in his power to prevent such infringements in order to exclude any infringement of property rights in the future.

8.3  The contracting partner shall indemnify us against all claims of third parties due to the infringement of industrial property rights, unless he is not responsible for the infringement. This includes all costs of extrajudicial and judicial legal defence. The contracting partner is obliged to provide us with all information necessary for a legal defence.

8.4  We shall be entitled to all statutory rights and rights based on a special agreement with the contracting partner in respect of defects of title without restriction.

8.5  The limitation period according to Article 7.3 of this agreement shall apply accordingly to defects of title.

Article 9

Product Liability; Liability Insurance

9.1  Insofar as the contracting partner is responsible for a product damage he shall indemnify us against claims for damages by third parties to the extent that the cause of the product damage lies within his sphere of control and organisation and he himself is liable in relation to third parties.

9.2  Within the scope of its liability for damages within the meaning of Article 9.1, the contracting party shall also be obliged to reimburse any expenses arising out of or in connection with the recall action

carried out by us. We will inform the contracting partner - as far as possible and reasonable - about the content and scope of the recall measures to be carried out and give him the opportunity to comment. Any legal claims to which we are entitled in this context shall remain unaffected.

9.3  The contracting partner undertakes to maintain sufficient product liability insurance.

Article 10

Spare Parts

10.1 The contracting party shall be obliged to keep spare parts for items supplied by it in stock during the economic life of the item, insofar as this is economically reasonable for it.

Article 11

Ownership of Documents, Confidentiality

11.1 All documents, drawings, models, tools or similar items provided to the contracting partner for the submission of an offer or the manufacture of the delivery item or the provision of a service shall remain our property and may not be used by the contracting partner for other purposes, reproduced or made accessible to third parties, unless this is necessary for the fulfilment of the contracting partner's obligation. They shall be returned to us without delay and without being requested, insofar as they are no longer required for the preparation of an offer or the provision of the delivery or service to which the contracting partner has committed itself. The same shall apply in the event of termination of the contract. The contracting partner shall treat the aforementioned documents and objects as business secrets and keep them safe. He is liable for damages resulting from a breach of this obligation, unless he is not responsible for the breach of duty.

11.2 In addition, the contracting partner is obliged to treat as a trade secret all information, documents, records or objects which we have expressly designated as “confidential" or similarly designated as a trade secret or where it is clear from the circumstances that they are to be treated as trade secrets. This does not apply if and to the extent that information is already generally known.

11.3 The contracting party shall impose corresponding obligations on its employees and any third parties it uses to fulfil its obligations.

Article 12

Prices and Terms of Payment

12.1 The agreed price is an all-inclusive fixed price. It includes the price of the goods and services to be provided by the contracting partner, including packaging, transport to the place of delivery specified by us and transport insurance for the entire duration of the transport, shall be deemed to have been paid.

12.2 The settlement of invoices by us takes place after receipt of the invoice and correct identification of the goods. The term of payment is 30 days. There is a 2% discount if paid within 10 days.

12.3 The contracting party is obliged to indicate our exact order numbers on all shipping documents, and invoices; if he fails to do so, we shall not be responsible for any delays in processing.

12.4 We shall be entitled to rights of set-off and retention to the extent provided by law.

12.5 The contracting party shall only be entitled to offset such claims to which it is entitled and which have been legally established or are undisputed. The same applies to the assertion of a right of retention.

12.6 The contracting partner is not entitled to assign claims against us to third parties without our consent. Article 354 a of the German Commercial Code (HGB) remains unaffected. In the event of an assignment in breach of contract, we shall also be entitled to make payment to the contracting partner with discharging effect.

Article 13

Obligations to Examine and Give Notice of Defects, Special Regulations for Sub-Suppliers

13.1 We are entitled to make use of the inspection and complaint obligations according to Article 377 HGB within two weeks after the documented receipt of the goods without being able to object to delay. In the case of hidden defects, this period of two weeks shall apply from the documented discovery of the defect.

13.2 With respect to sub-suppliers, our obligation to inspect and give notice of defects shall be extended to six months after delivery by the sub-supplier to us.

In the case of other hidden defects, this period shall not commence until the product is put into operation by the end customer.

Article 14

Final Provisions

14.1  All legal relations arising in connection with the entering into, performance or termination of this contract shall be governed by the substantive law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

14.2  The place of performance for all deliveries and services of the contracting partner is the contractually determined place of performance. The place of performance for the fulfilment of our obligations shall be Merseburg.

14.3  The exclusive place of jurisdiction for all legal disputes shall be Geilenkirchen. However, we shall be entitled, at our discretion, to take legal action against the contracting party at other places of jurisdiction provided by law.

§1

Validity of the General Terms and Conditions

1.1  All deliveries, services and offers shall be made exclusively on the basis of these General Terms and Conditions. Any provisions or addendum deviating from these terms and conditions, in particular individual provisions, must be made in writing. The customer's terms and conditions shall only apply if they are expressly accepted by us in writing.

1.2  These terms and conditions shall also apply to future contractual relationships. They shall apply irrespective of whether they are referred to separately in individual cases.

§2

Offer and conclusion of contract; copyrights to our documents; restrictions on the use of documents

2.1  Our offers are subject to change and non-binding. A contract is only concluded when we confirm acceptance of the customer's order. A contract between us and the customer is also concluded without confirmation on our part if we provide the ordered service and the customer accepts it.

2.2  We can accept orders or commissions within four weeks of receipt. Any acceptance modified by us requires the written confirmation of any acceptance modified by us requires the written confirmation of the customer. This must be done in writing within 2 weeks.

2.3 Unless otherwise agreed, we reserve the title and copyright to all offers, cost estimates, drawings, illustrations, descriptions and other documents and materials provided by us or third parties. The customer may not make the above items accessible to third parties either as such or with their content, without our express consent. The use of the aforementioned objects and documents, as well as reproduction, is only permitted to the extent that this is necessary for the conclusion or implementation of contracts.

2.4 The customer must observe our instructions on the use of the items and documents mentioned in 2.3; in particular, the customer must observe the restrictions on use contained in the documents and may not use the items and documents for purposes for which they are not intended.

§3

Prices and terms of payment; rights of set-off and retention

3.1 The Incoterms in the respective current version, currently Incoterms 2010, shall apply. Unless otherwise agreed, our prices shall apply EXW, or "ex works".

3.2  The statutory value added tax is not included in our prices. It shall be charged at the rate prescribed by law on the date of invoicing and be shown separately, insofar as our delivery is subject to value added tax.

3.3  The terms of payment agreed in our order confirmation shall apply.

3.4  The customer is only entitled to set-off with those claims to which it is entitled and that have been legally established or are undisputed. The same applies to the assertion of a right of retention.

§4

Delivery time and delivery delays

4.1 Adherence to the delivery time stated by us presupposes the timely receipt of all documents, other information as well as any necessary approvals and releases to be supplied by the contractual partner. This also applies to advance payments by the customer, if such have been agreed. If these preconditions are not fulfilled on time, the delivery period shall be extended to a reasonable extent. If the delay exceeds 3 weeks, the agreed delivery period shall be completely cancelled.

4.2 Operational disruptions due to force majeure, strikes or lock-outs for which we are not responsible, or shortages of operating materials or raw materials shall entitle us to withdraw from the unfulfilled contract if these circumstances make deliveries or services impossible not only temporarily and, moreover, were not foreseeable at the time the contract was concluded.

4.3 If we are in default with a delivery or service or if a delivery or service becomes impossible for us, the customer's claim for damages shall be limited pursuant to § 10.

4.4 The customer is not entitled to withdraw from the contract due to delays in delivery for which we are not responsible. If the customer is entitled to withdraw from the contract due to a delay in delivery for which we are responsible, it must declare in writing, at our request within a reasonable time period, whether it wishes to withdraw from the contract or insist on performance. If the customer does not make a declaration within the reasonable time period set for it, the customer must set us a further reasonable time period for the performance of our service and may only withdraw from the contract if this time period has also elapsed fruitlessly.

4.5 Insofar as it has been agreed with the customer that our services are not to be rendered on a fixed date but within a certain time period, we are also entitled to deliver or render our services before the expiry of the time period. Insofar as a fixed delivery date has been agreed with the customer, we shall be entitled to early delivery or performance within the scope of what is reasonable after we have notified the customer of this within a reasonable time period prior to the delivery or performance of the service.

§5

Transfer of risk

5.1 Delivery shall be "ex works", unless otherwise agreed.

5.2 The risk shall pass to the customer in any case if it is in default of  acceptance with regard to a delivery or service.

5.3 At the customer's request, we shall take out transport insurance for the delivery items. The costs for this shall be borne by the customer.

§6

Implementation of the delivery; use of third parties; default of acceptance

6.1 Partial deliveries are permissible insofar as they are reasonable for the customer.

6.2 Unless otherwise agreed, we shall choose the cheapest packaging and the cheapest mode of dispatch known to us, unless, using our best judgement, the cheapest packaging or the cheapest mode of dispatch is not suitable for the object of the delivery or service.

6.3 If the customer is in default of acceptance or breaches other obligations to cooperate, we shall be entitled to all statutory claims for damages and compensation for additional expenses in the full amount.

§7

Performance of consultancy services

7.1 If we advise the customer on the suitability and usability of our products, the customer shall be obliged to provide us with all information and documents required for such advice, without being requested to do so. Incorrect information from the customer and  other inaccuracies in an order or in the provision of information on the part of the customer shall be solely at the customer's expense. If we do not expressly confirm the assumption of consulting services to the customer in writing, a consulting contract is not concluded.

§8

Claims based on material defects

8.1  All information on our deliveries and/or other services are statements of quality and not separate guarantees. They are based on the information provided by the customer. They conclusively describe the quality of our delivery and/or service

8.2  The customer may not reject a delivery due to insignificant defects. Deviations customary in the trade do not constitute a defect. This also applies to technical deviations that correspond to the state of the art, on our part. Such deviations also do not constitute a guarantee, unless otherwise expressly agreed.

8.3  The customer is obliged to carefully examine the delivery item immediately after delivery. This shall also apply if we deliver to third parties at the customer's request. The delivered items shall be deemed to have been approved if a defect that could have been discovered upon careful inspection is not reported immediately. If the defect was not detectable upon careful examination, the time limit for timely written notice of defect shall run from the time of discovery. If a defect becomes apparent prior to further use of the delivery item, in particular prior to its installation, the customer shall refrain from any further use that makes the subsequent examination and determination of the defect, its rectification or the return of the defective item to us within the scope of supplementary performance more difficult or impossible, or which leads to damage to the delivered item.

8.4  The customer shall give us the opportunity to inspect any defect notified to us without undue delay and during normal business hours within the scope of what is reasonable. In the event of deliberate or grossly negligently incorrect notification of defects, the customer shall be liable for any damages incurred by us as a result.

8.5  We shall not be liable for defects caused by improper handling of the items delivered by us by the contractual partner or by third parties. This shall apply in particular to defects based on faulty installation. We shall also not be liable for the operational wear and tear of the items delivered by us.

8.6  In the event of a material defect, we shall be obliged to deliver a defect-free item or to remedy the defect (supplementary performance), at our discretion. Within the scope of supplementary performance, we shall be obliged to bear all necessary expenses, in particular transport, travel, labor and material costs, insofar as these are not increased by the fact that the delivery and/or service has been taken to a place other than the original place of delivery or dispatch. If we choose supplementary performance in the form of a new delivery, the defective delivery items are to be returned to us carriage paid, whereby the customer is obligated to choose the least expensive shipping method.

8.7  If the supplementary performance fails, the customer shall be entitled to withdraw from the contract, reduce the purchase price or claim damages instead of performance or compensation for futile expenses, at its discretion. The contractual partner shall not be entitled to claims for damages instead of performance or reimbursement of wasted expenditure due to insignificant defects. The existence of insignificant defects shall not entitle the contractual partner to withdraw from the contract. Supplementary performance shall be deemed to have failed if we do not succeed in remedying the defect within a reasonable time period, if two attempts on our part to remedy the defect have already failed, if we seriously and clearly refuse supplementary performance or if effecting supplementary performance is unreasonable for the customer. The limitation of liability under § 10 shall also apply here.

8.8  Claims for material defects against us shall become statute-barred within a period of 6 months after delivery to the customer or third party designated by the customer. The limitation period under this provision shall also apply to damages claims due to delivery of a defective item, with the exception of damages claims due to intent or gross negligence as well as claims due to injury to life, body or health.

§ 9

Individual production, exchange, return and termination

9.1 All our deliveries and services are individual productions. They can neither be exchanged nor returned, unless otherwise regulated in § 8. Our drivers or forwarding agents are not entitled to take back deliveries or services without our written instruction.

9.2 Orders placed can only be cancelled up until the start of production of the order (§ 649 BGB). In the event of termination, we shall be entitled to demand reimbursement from the customer of the costs actually incurred by us and of the calculated profit.

§10

Limitation of our liability

10.1 We shall be liable for intentional and grossly negligent conduct on the part of our executive bodies and vicarious agents as well as damages arising from injury to life, limb or health, without regard to the degree of fault.

10.2 Further, we shall be liable for minor negligence on the part of our executive bodies and vicarious agents in the event of impossibility, default in performance, non-compliance with an additional guarantee or breach of any other material contractual obligation. In such cases, our liability shall be limited to those damages typical for this type of contract that we could reasonably have expected at the time of conclusion of the contract, but not more than the net invoice amount for the corresponding delivery and/or service, insofar as this has been paid by the customer, and, in the case of consequential damages, not more than the amount of the insurance benefit paid.

10.3 Any liability on our part beyond the liability under § 10.1 and § 10.2 of this contract is excluded - irrespective of the legal grounds. This applies in particular to claims due to breach of contractual obligations, in particular to consequential damage, to claims due to negligence when concluding the contract, breach of post-contractual obligations and claims arising from tort.

10.4 The aforementioned limitations of liability under §§ 10.1 to 10.3 shall also apply directly in favor of our executive bodies and vicarious agents.

§ 11

Retention of title

11.1 We shall retain title to every delivery item until all claims arising from the business relationship with the customer have been settled, in particular until any current account balance has been settled (retention of balance). In the event of conduct by the customer in breach of contract, in particular in the event of default in payment, we shall be entitled to withdraw from the contract after the fruitless expiry of a reasonable grace period and take back or seize goods delivered by us. After taking back one or more delivery items, we shall be entitled to dispose of them; the proceeds of the disposal shall be credited against the customer's liabilities - less reasonable disposal costs.

11.2 The customer shall be obliged to take care of the delivery item for us and to treat it with care. If maintenance and inspection work is required, the customer must carry this out in good time at its own expense.

11.3 In the event of seizures or other interventions by third parties, the customer must notify us immediately in writing so that we can take legal action under § 771 ZPO. Insofar as the third party is not in a position to reimburse us for the judicial and/or extra-judicial costs of a lawsuit under § 771 ZPO (Civil Procedure Code), the customer shall be liable for the loss incurred.

11.4 The customer shall be entitled to resell or install the delivery item in the ordinary course of business, but not to assign or pledge it as security. It hereby assigns to us all claims in the amount of the final invoice amount (including value added tax) of our claims that accrue to it from the resale to its customer or other third parties. The assignment shall serve to secure our claim to the same extent as the retention of title under 11.1 of these conditions. The customer shall remain authorized to collect these claims even after assignment. However, we shall be entitled to collect claims ourselves if the customer does not meet his payment obligations, is in default of payment, an application is made to open insolvency proceedings or the customer stops his payments; in these cases we may revoke the authorization to collect. Further, we may require the customer to notify us immediately of assigned claims and their debtors, to provide us a written declaration of assignment and provides us with all information and documents necessary for the collection of the claim.

11.5  If the delivery item is inseparably mixed or blended with other items not belonging to us, we shall acquire co-ownership in the proportion of the value of the items belonging to us (final invoice amount including value-added tax) to the value of all mixed or blended items. The mixing or blending shall take place in such a way that the customer's item transfers proportional joint ownership to us. The customer shall keep the objects in our sole ownership or co- ownership for us.

11.6  The customer shall also assign to us all claims against its purchaser or third parties arising from the combination of the delivery item with property as security for our claims.11.4 of this contract shall apply accordingly.

11.7  We undertake to release the securities to which we are entitled at the customer's request insofar as the realizable value of our securities exceeds the claims to be secured by more than 10%. We shall be entitled to choose the securities to be released.

§ 12

Creditworthiness

12.1 If, after conclusion of the contract, circumstances become known that give rise to justified doubts about the creditworthiness of the customer, we shall be entitled to withdraw from the contract and/or demand compensation for non-performance, unless the customer makes advance payment or provides security prior to production. If we become aware of a significant deterioration in the financial situation, we shall be entitled to demand immediate payment and to withhold delivery of the goods until we receive adequate security, revoking any agreed payment terms. If this does not happen within a reasonable time period, we shall be entitled to withdraw from the contract or claim damages for non-performance.

§ 13

Final provisions

13.1  The place of performance shall be Geilenkirchen

13.2  The place of jurisdiction shall be Geilenkirchen, insofar as the customer is a registered trader, a legal entity under public law or a special fund under public law.

13.3  The law of the Federal Republic of Germany shall apply exclusively. The application of the UN Convention on Contracts for the International Sale of Goods (CISG) shall be excluded.

13.4  The invalidity of individual contractual provisions shall not affect the legal validity of the remainder of the contract. An invalid provision shall be replaced by a provision that comes as far as legally possible to the economic intent of the invalid clause. The same shall apply to the filling of lacunas.