TERMS AND CONDITIONS

General sales and delivery conditions

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general

Provisions deviating from the following or the legal regulations — in particular in the customer's purchasing conditions — are only binding for us if they have been confirmed by us in writing. The unconditional delivery of goods, provision of services or receipt of payments does not imply our acceptance of differing provisions.

Offers, contracts

Our offers are subject to change and non-binding. Orders require written confirmation from us and are only considered accepted afterwards. The customer is bound to orders placed in writing until they are accepted or rejected by us. Subsequent additions, amendments, cancellations and oral agreements require our written confirmation or approval. This also applies to agreements with our representatives and agreements with our fitters. If the customer's cooperation is required to manufacture the components — whether by specifying the dimensions or in any other way — this cooperation is a contractual obligation. The dimensions and weights mentioned in our offers and order confirmations are only approximate and non-binding.

rates

Unless otherwise agreed, our prices do not include the costs of packaging, insurance, freight and sales tax. If our calculation bases are changed as a result of official, tariff or other measures, we reserve the right to invoice the prices valid or calculated on the day of delivery.

payment

Payments are to be made immediately upon receipt without deduction, irrespective of receipt of the goods, without prejudice to the right to complain of defects and regardless of the timing of any assembly services assumed, without deduction. If, after conclusion of the contract, circumstances become known which are likely to reduce the customer's creditworthiness (e.g. failure to comply with payment obligations, receipt of unfavorable information), we are entitled, at our option, to claim advance payments or security deposits due or not due claims from all existing contracts and to refuse fulfilment up to advance payment or provision of security. If advance payment or security is not provided in due time, we may withdraw from the contract or demand compensation due to non-performance, but in any case immediate payment of all existing claims. If the payment period is exceeded, interest of 8 percentage points above the base interest rate will be charged from the due date, without the need for a reminder for the purpose of default. In the event of late payment, all outstanding receivables that are not yet due are payable immediately, regardless of the term. The above rights do not expire even if deferral has been granted in previous cases or interest calculations have not been made. Notifications of defects do not release you from the obligation to pay. The customer may only offset undisputed or legally established counterclaims.

Dispatch, transfer of risk

Unless otherwise agreed, we ship the goods at the buyer's risk; in doing so, we determine the shipping method, shipping route and carrier. If goods ready for shipment are not retrieved by the customer, the risk is transferred to the customer from the time they are ready for dispatch. Insurance is only provided at the request and expense of the customer. Partial deliveries are permitted. Transport damage has no effect on the due date of our invoice and does not entitle us to invoice reductions.

Delivery dates, delay

Delivery dates or deadlines must be agreed in writing and depend on receipt of materials, clarification of all technical issues, transport and assembly conditions in compliance with the agreed payment terms. The delivery period is calculated from the date of clarification and notification of all details of the order until completion in the factory. Events of force majeure, operational disruptions of any kind in our own or in the companies associated with the fulfilment, and obstacles caused by decree of authorities which make delivery difficult, release us from the obligation to deliver for the duration of the effect. Assembly: If exclusively agreed, the components/goods delivered by us will be assembled by our fitters. The equipment required for assembly and power must be provided on site free of charge. If an agreed delivery date is exceeded for reasons for which we represent, the customer must set us a reasonable period of grace for delivery in writing. This grace period is at least 3 weeks. If delivery does not take place after the grace period has expired and, for the above reasons, the customer wishes to exercise his right to cancel the contract or claim compensation in lieu of performance, he is obliged to expressly notify us of this in writing in advance, setting a reasonable further grace period and requesting delivery.

Withholding and offsetting rights

The customer hereby expressly waives the assertion of a right of retention and the offsetting of counterclaims of any kind. This only applies to merchants within the meaning of law. The claims arising from the contract are not transferable on the part of the customer without our consent.

Transport insurance

We are entitled to take out appropriate transport insurance, at least equal to the invoice value of the goods, on behalf of and at the expense of the customer. Section 5 remains unaffected. In order to avoid double claims, the customer is obliged, at our request, to refrain from taking out transport insurance. The waiver must be reported in writing.

Retention of title

Sold goods remain our property until all claims arising from the business relationship have been settled. If the goods are processed or processed by the customer, our reservation of title extends to the entire new item. In the event of processing, combining or mixing with third-party items by the customer, we acquire joint ownership at a fraction that corresponds to the ratio of the invoice value of our goods to that of the other items used by the customer at the time of processing, combining or mixing. If the reserved goods are combined or mixed with a main item of the customer or third party, the customer also transfers to us his rights to the new item now. If the customer combines or mixes the reserved goods with a main third party, he hereby assigns to us his compensation claims against the third party. If the customer sells these goods for his part without receiving the full purchase price in advance or step by step upon delivery of the purchased item, he must agree with his customer a reservation of title in accordance with these conditions. The customer hereby assigns to us his claims arising from this resale and the rights arising from the retention of title agreed by him. Without further request, he is obliged to notify the acquirers of the assignment and to provide us with the information necessary to assert our rights against the acquirers and to hand over documents. Despite the assignment, the customer is only authorized to collect receivables from resale as long as he duly meets his obligations to us. If the value of the securities provided to us exceeds our claims, we are obliged to release securities of our choice at the request of the customer. An assertion of retention of title by us only constitutes a withdrawal from the contract if we have expressly stated this in writing beforehand.

Force majeure

In the event of force majeure, our delivery obligations are suspended; if there is a significant change in the circumstances existing at the time of conclusion of the contract, we are entitled to withdraw from the contract. The same applies in the event of shortages of energy or raw materials, industrial disputes, official orders, traffic or operational disruptions, or if sub-suppliers do not, timely or improperly supply us for the above reasons.

Product details

Our information about our products and devices as well as about our systems and processes is based on extensive research and application experience. We communicate these results, with which we assume no liability beyond the respective individual contract, both written and spoken to the best of our knowledge, but reserve the right to make technical changes in the course of product development. However, our product descriptions and information only describe the nature of our products and services and do not represent a quality or durability guarantee within the meaning of Section 443 BGB, unless we have expressly confirmed this in writing to the customer beforehand. However, this does not release the user from personally testing our products and processes for their own use. This also applies to the protection of third-party property rights as well as to applications and procedures.

Complaints and liability for defects

Notifications of defects must be submitted to us in writing immediately after receipt of the goods or completion of assembly. If the customer does not report complaints in good time, our delivery and service are considered free of defects. If the customer accepts our delivery or service with knowledge of a defect, he is entitled to the rights derived from the defect if he expressly reserves his rights due to this defect in writing. Statements made by our fitters or representatives or to them are not legally binding for us. Justified deficiencies will be remedied at our discretion. Further warranty claims, in particular compensation for direct or indirect damage, are excluded, including if the intended products cannot be installed or cannot be installed in good time as a result of any negligent factory action. The warranty period for our goods and deliveries is one year. This does not apply if the law prescribes longer periods. If a defect is attributable to the service description or instructions of the customer or substances or components delivered or prescribed by the customer, or the nature of the advance payment made by another company, we are released from warranty for these defects. Our liability expires if the customer makes changes, repairs or replacements himself or through third parties without our written consent. Defects do not give rise to a refusal of acceptance. Costs and damages arising from non-acceptance shall be borne by the refuser, regardless of the reason for the refusal to accept. Returns of delivered goods will not be accepted without our prior approval. The sender bears the transport risk for returned goods.

Shortages

In the event of incomplete deliveries or incorrect deliveries, or if we breach another obligation (ancillary obligation) in a manner for which we are responsible, the customer must set us a reasonable period of time in writing to deliver the missing quantity, to deliver the goods owed or to remedy the breach of duty. However, the customer cannot derive any rights from minor variances in quantity. We will deliver more than just minor shortages, as far as this is reasonable for us. Otherwise, we will issue a credit note.

damages

We are only liable for damages, irrespective of the legal basis, in particular due to breach of obligations arising from the obligation and from tort, to the extent that we, our legal representatives or our vicarious agents have acted intentionally or grossly negligently or if the breached obligation is essential to achieving the purpose of the contract (cardinal obligations). In the event of a slight negligent breach of cardinal obligations, our liability for compensation is limited to the foreseeable damage typical of the contract and is no more than twice the invoice value of the goods concerned. The exclusion or limitation of liability does not apply insofar as we are absolutely liable in the event of injury to life, limb or health or for damage to privately used items under the Product Liability Act or for other reasons. Insofar as the customer is entitled to claims for damages under this Section 15, these shall expire upon expiry of the limitation period applicable to claims for defects in accordance with Section 13.

Copyright protection of work drawings and catalogues

All drawings, sketches, samples, images, photographs, catalogues and illustrations created by us on the Internet are protected by copyright as objects of recognized art. Even after delivery of the same, the customer is prohibited from reproducing or distributing them or giving third parties, in particular competitors, access them without our prior written consent. Irrespective of the artistic value of a work drawing/sample, in the event of unauthorized reproduction or distribution of one or more work drawings/samples, the customer undertakes to pay compensation in the amount of 8 times the price of the price shown in these conditions. We reserve the right to make further claims in accordance with §106 UrhG. In the event that a customer provides us with drawings/samples or the like for further processing or use, he must ensure that we are exempted from third-party claims and are excluded from any liability, in particular from copyright claims. Advice, drawings and instructions for use are provided based on experience and tests to the best of our knowledge; no liability on our part can be derived from this.

Jurisdiction/place of fulfilment and performance

The place of performance, payment and performance for all obligations arising from the legal relationship between us and the customer is Lübbecke. This provision also applies if we carry out services for the customer at another location or if services provided are to be rescinded. However, we are also entitled, in individual cases, to bring an action before the state courts at the customer's place of business or other state courts competent by law.

Applicable law

The laws of the Federal Republic of Germany apply to all legal relationships between the customer and us.

trade clauses

Insofar as trade clauses have been agreed in accordance with the International Commercial Terms (INCOTERMS), the INCOTERMS 2010 apply.

Partial invalidity

Should individual parts of the above terms of delivery be omitted by law or a special contract, this shall not affect the validity of the remaining provisions of these terms of sale and delivery. All changes to these terms of sale and delivery must be made in writing.

Lübbecke, December 2014

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