Sales, delivery and payment terms and conditions

I. General

The subsequently posted delivery and payment terms and conditions apply to the entire business relationship with our customer. The buyer recognizes these as binding for the present contract and also for any future transactions. Any of buyer's deviating commercial terms and conditions only apply if these have been expressly acknowledged by us in writing. These are not binding to us without acknowledgment, even if we did not expressly object to them. By accepting the shipment, the subsequently posted delivery and payment terms and conditions are regarded as accepted in all cases.

II. Quotation and Contract Conclusion

1. Our quotations are non-binding. Any documentation that is part of the quotation, such as images, drawings, dimensions, weights and performance specification shall be regarded as approximates, unless these are expressly described as binding. We claim the ownership and copyright to cost estimates, drafts, drawings and other documentation. Any such documentation may not be made available to third parties without our express prior written approval.

2. An order is only considered to be accepted if it was acknowledged by us in writing. Only our written order acknowledgment is binding for the content and scope of the order.

3. Modifications and side agreements require our written confirmation to be effective.

4. We reserve the right to make design-engineering changes.

III. Prices

1. Our prices are ex works, excluding packaging. The amount of the respective statutory VAT is added to the price.

2. Agreed to prices are non-binding if these were not expressly agreed to as firm. The prices correspond to the cost circumstances at the time the contract was concluded (date of the order confirmation). If the cost factors change at the time of delivery, such as the applicable collective bargaining wages or the material prices, we are entitled to increase the prices by the actually incurred incremental costs.

3. The claim to a granted discount is void if the payment terms are not met.

IV. Delivery Period

1. A delivery period shall only be regarded as approximately agreed.

2. The delivery period begins on the day the order confirmation is sent, but not before the buyer has fulfilled any potential advance obligations, and all technical and other details of the design have been clarified and both parties are in agreement about all conditions of the transaction.

3. A delivery period is agreed as having been met if the goods have left the factory by the end of the delivery period, or the availability of the shipment has been declared. The buyer is not entitled to assert any rights against us from having exceeded an only approximately accurate delivery period by up to two weeks.

4. If we are prevented from fulfilling the contract on time due to sourcing, fabrication or supply disruptions

– on our side or that of our suppliers, for instance actions as part of a labor dispute, strike, lock-out, unrest, mobilizations, war, natural disasters, then the delivery period is appropriately extended if these events have an influence on the completion or the delivery of the supplied item. This also applies if these disruptions occur during an already existing delay. In important cases, we will report the beginning and end of such impediments to the buyer as soon as possible.

5. The aforementioned regulation correspondingly applies if the buyer does not fulfill its contractual obligation in a timely or orderly manner, and/or third party declarations, specifically those of public agencies, are not received on time.

6. The buyer may not reject partial shipments.

V. Shipment and Transfer of Risk

1. If the goods are shipped to the buyer upon its request, then the risk of accidental destruction or accidental deterioration of the goods is transferred to the buyer when said goods are delivered to our shipping agent, but no later than when said goods leave our factory or warehouse, regardless of whether the shipment is made from the place of performance and who bears the freight costs. If the goods are ready for shipment and the shipment or acceptance is delayed for reasons the buyer is accountable for, the risk is transferred to the buyer upon receipt of the shipping notification.

2. If specific instructions were not issued, the mode and method of transportation will be made at our best judgment. No liability is assumed for the most economical or fastest transport.

VI. Payment

1. Our invoices are payable within 30 days from the invoice date, including for partial deliveries, full net without deductions of any kind. We reserve the right to make deliveries dependent on immediate payment.

2. If payment is made within 10 days of the invoice date and by cash in advance we will grant a 2% discount, provided no other payment is due at the time of the payment. The date of payment receipt by us shall apply in this case.

3. If circumstances become known during the execution of the contract that give us reasons to have doubts about the buyer's credit worthiness, or if the buyer is in default, we are entitled to demand immediate payment for all obligations, even if a promissory note or check has been issued against these. If the buyer is unable to provide sufficient securities within an appropriate period, we are also entitled to perform outstanding deliveries only against a prepayment, or to withdraw from the contract. If the buyer refuses to fulfill the contract we are entitled to demand compensation for damages due to non-fulfillment.

4. We will accept discountable and properly taxed promissory notes as a form of payment if this was expressly agreed. For the acceptance of promissory notes or checks, the debt is only discharged when these have cleared. We charge the bank customary discount and clearing fees for promissory notes.

5. If the buyer is in default we are entitled to charge interest starting on the day payment is due in the amount of 3% above the respective discount rate of the Deutsche Bundesbank [German Central Bank], but no less than 8% per year. This also applies to a claim necessarily asserted with a bankruptcy trustee or trustee in settlement
in connection with a corresponding bankruptcy or settlement proceeding by the buyer. We are furthermore entitled to assert appropriate compensation for expenditures incurred in connection with an extrajudicial default action. This applies to the normal payment default, but also as part of the registration for inclusion in the bankruptcy or settlement schedule.

6. Withholding payments or an offset for potential buyer's counterclaims that we deny is not permitted. Excepted from these are claims acknowledged by us, or legally established by the buyer.

 

VII. Reservation of Title

1. We reserve title to the delivered goods until full payment has been received for all claims, even those arising from our business relationship in the future. This also includes conditional claims.

2. If the reserved goods are processed, integrated or intermixed we are entitled to the resulting co-ownership share in the new object in the amount of the selling price invoiced to the buyer, inclusive of VAT. The buyer maintains custody of the goods on our behalf at no charge.

3. The buyer is entitled to resell or process the reserved goods during the normal course of business. This is conditional upon immediate payment or subject to reserved title. The buyer is not entitled to incur liens or provide the goods as security.

4. The buyer here and now assigns its claims from the resale and/or processing of the reserved goods with priority over all incidental rights against the third party debtor to us on a precautionary basis, up to the amount of the invoice and the right to collect the obligation. We accept this assignment here and now.

5. If the value of the security exceeds our claim by more than 20%, we shall, at our discretion, release the security upon buyer's demand.

6. Until it is rescinded, the buyer is entitled to collect the obligation assigned to us. This is only to occur with the aid of a trustee and against our invoice. The collected proceeds are therefore owed to us, and shall be surrendered to us.

7. Upon our demand, the buyer is obligated to declare the assignment to the third party buyers and to provide

the necessary information needed to assert our rights against the third party buyer.

8. The buyer is obligated to immediately report to us encumbrances, or any impediment of our rights to the reserved goods by third parties, or to the claims assigned to us, and to support us in any manner possible during the intervention.

9. The buyer bears all costs to maintain or secure our property.

10. If the buyer is in violation of the contract, specifically in payment default, we are entitled to recall the goods after having issued a warning, and the buyer is obligated to separate and surrender the goods.

 

VIII. Liability for Defects

1. We are liable as follows for defects of the shipment, where said defects include the failure to meet expressly assured features, subject to the exclusion of any other claims: Defects for incomplete or inaccurate delivery or claims for recognizable defects shall be directly reported to us in writing immediately, but no later than 8 days after receipt of the goods. Defects that cannot be detected upon diligent inspection within the allotted period shall be reported to us immediately in writing, but not later than 8 days after detection. Our liability for defects is limited to a period not to exceed 6 months after delivery and to the obligation to replace the defective parts with working parts at no charge. The defective parts shall be returned to us upon our demand and at our expense; if these are replaced with working parts, they become our property.

2. At our discretion, we are entitled to either limit the liability for high-value third party products to the assignment of those liability claims to which we are entitled against the supplier of the third party products, or to honor the warranty pursuant to the aforementioned section 1.

3. Buyer's damage compensation claims, for any and all legal reasons, due to a deficient delivery, specifically claims for compensation of lost profits and claims for compensation of damages that are not directly incurred on the supplied item shall be excluded within the limits

of the law. The buyer is also not entitled to assert reduction, conversion, cancellation or redhibition rights. If the replacement delivery fails, or this becomes impossible for us to perform, and for bad faith refusal or inappropriate culpable delay, the buyer has the right, at its discretion, to demand a reduction to the purchase price (purchase price reduction), or to withdraw from the contract without asserting any further claims, in particular compensation for damages. This buyer's right applies correspondingly if warranty claims against a supplier for a high value third party product was assigned to him pursuant to the aforementioned section 2, and the timely assertion of said claims failed.

4. We do not honor a warranty for damages incurred for the following reasons:

– unsuitable or inappropriate uses,

– installation in violation of specifications, non-compliance with existing guidelines and inspection regulations for the installation of our products into complete systems,

– defective installation and/or startup, repair or maintenance by the buyer or third parties,

– incorrect, forcible or neglectful handling,

– unsuitable equipment,

– ingredients causing damage to materials, or excessive contamination of the used water, gas, oil, or other media,,

– as well as natural wear.

5. Buyer's warranty claim is null and void if buyer performs unauthorized or improper modifications or retrofits, without having granted us the time or opportunity to make the modifications or replacement deliveries that we deemed necessary, therefore impeding the removal of the defect or the determination of the cause of the defect.

6. The replacement part or the modification is subject to the same warranty as the supplied product.

7. We are not obligated to remove defects, if and as long as the buyer has not fulfilled its contractually defined payment obligations.

IX. Return Shipments

Returns are only accepted with a prior authorization and our express agreement. A 10% processing fee will be deducted from the credit.

X. Legal Validity

If any conditions prove to be legally invalid for any and all reasons, the legal validity of the remaining provisions shall remain intact.

 

XI. Place of Performance and Jurisdiction

Binding nature of the contracts, Data privacy

1. The place of performance for all obligations resulting from the contractual relationship is Niedereschach. The jurisdiction for any legal disputes arising from the contractual relationship, its inception and legal validity is the District Court Villingen-Schwenningen in the first instance. This also applies to all legal document processes. The entire contractual relationship is exclusively subject to the laws of the Federal Republic of Germany.

2. We hereby declare that we store information as defined by the Privacy Act.