General Terms and Conditions of Sale

I. Scope of application

1. our terms and conditions of sale are binding for all contracts concluded, unless expressly agreed otherwise in writing. Subsidiary agreements require our express written confirmation to be legally effective. Conflicting conditions of the buyer are non-binding, even if they were the basis of the order. Our terms and conditions of sale shall also apply if we carry out the delivery to the buyer without reservation in the knowledge that the buyer’s terms and conditions conflict with or deviate from our terms and conditions of sale.

II Offers and orders

1 Our offers are subject to change and non-binding. Declarations of acceptance and all orders require our written confirmation to be legally effective. The same applies to additions, amendments or subsidiary agreements. We are permitted to correct any errors or typographical errors in our correspondence at a later date.

2 The technical data given are approximate values. Requested custom-made products also require written confirmation and will be invoiced separately.

3. we reserve the right of ownership and copyright to cost estimates, drawings and other documents enclosed with our offers. They may not be made accessible to third parties. Drawings and other documents must be returned to us on request.

III Prices

1. unless otherwise stated in the order confirmation, our prices are “ex works”, excluding packaging; this will be invoiced separately.

2 The statutory value added tax is not included in our prices; it will be invoiced separately.

3. we reserve the right to change our prices appropriately if cost reductions or cost increases occur after conclusion of the contract. We shall provide evidence of these to the customer on request.

IV. Terms of payment

1. unless otherwise stated in the order confirmation, the net purchase price (without deduction) is due for payment within 30 days of the invoice date. Repair and assembly invoices are payable immediately without deduction.

2. if the customer is in default of payment, we shall be entitled to charge interest at a rate of 9% above the prime rate per annum. We reserve the right to claim higher damages for default.

3. if the buyer is in default of payment, we shall also be entitled – without waiving any further rights and claims to which we are entitled – at our discretion to terminate the contract or to suspend further deliveries to the buyer.

4 We reserve the right to ship new customers by cash on delivery or prepayment. If the ability to pay appears doubtful, delivery can be refused at any time.

5. acceptances shall not be considered as payment, but shall be accepted on account of payment. Discount and bill charges shall be borne by the buyer.

6. the customer shall only be entitled to set-off rights if his counterclaims have been legally established, are undisputed or have been recognized by us. He is only authorized to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.

V. Delivery time

1. the delivery time specified by us will be adhered to as far as possible. It presupposes that all technical questions have been clarified.

2. if design documents, models, drawings, samples or the like are necessary for the execution of the order, the delivery period shall only commence upon receipt thereof.

3. shipment is always at the expense and risk of the buyer. Delivery shall be deemed to have taken place upon transfer of the goods at the factory. This applies to self-collectors, forwarding agents and the factory’s own vehicles.

4. due to delayed delivery or non-delivery due to unforeseen events, force majeure, operational disruptions, strikes and the like, the order cannot be canceled and no claim for compensation or damages can be asserted. If the delay in delivery is due to a culpable breach of our contractual obligations, the Buyer shall be entitled to demand a lump-sum compensation for delay in the amount of 0.5% of the delivery value for each completed week of delay, but not more than 7.5% of the delivery value.

VI Liability for defects

1. the buyer must inspect the delivered goods immediately upon receipt and notify us of any complaints within 8 days of receipt of the goods at the latest. Hidden defects must be reported immediately after discovery within the warranty period. The guarantee is granted for 1,000 operating hours from the transfer of risk, but for a maximum period of 12 months. This also applies to factory services from their acceptance. Warranty claims for warranty measures expire after 1,000 operating hours.

2. our warranty obligation shall be limited to rectification of defects or replacement delivery at our discretion. If we are not willing or able to remedy the defect / make a replacement delivery, in particular if this is delayed beyond a reasonable period of time for reasons for which we are responsible or if the remedy of the defect / replacement delivery fails in any other way, the buyer shall be entitled, at his discretion, to demand rescission (rescission of the contract) or a corresponding reduction of the purchase price (reduction).

3. no warranty is assumed for damage caused by the following reasons: Unsuitable or improper use, incorrect assembly or commissioning by the purchaser, natural wear and tear, incorrect or negligent handling, failure to observe the operating instructions, unsuitable operating materials, replacement materials, defective construction work, unsuitable building ground, chemical, electrochemical or electrical influences, insofar as they are not attributable to a fault on the part of the supplier.

4. if the buyer carries out modifications or repair work on the delivery item without our prior approval, our liability for the resulting consequences and our warranty for defects shall be nullified.

5. further claims of the buyer, in particular a claim for compensation for damage that has not occurred to the delivery item itself, are excluded to the extent permitted by law.

6. the buyer’s right to assert claims arising from defects shall in all cases expire 6 months from the date of the rightful complaint, but at the earliest upon expiry of the warranty obligation. This period is a limitation period and also applies to claims for compensation for consequential damage caused by defects, provided that no claims in tort are asserted; the statutory limitation period applies to these claims

VII Joint and several liability

1. any further liability for damages other than that provided for in clause VI – regardless of the legal nature of the asserted claim – is excluded. This applies in particular to claims for damages arising from culpa in contrahendo, positive breach of contract or tortious claims pursuant to Section 823 BGB.

2. to the extent that our liability for damages is excluded or limited, this shall also apply with regard to the personal liability for damages of our employees, workers, staff, representatives and vicarious agents.

VIII Retention of title

1. until full payment of our claims arising from the business relationship with the buyer, the purchased goods shall remain our property. If the buyer acts in breach of contract, in particular in the event of default of payment, we shall be entitled to take back the purchased goods. If we take back the purchased goods, this shall not constitute a withdrawal from the contract unless we have expressly declared this in writing. After taking back the purchased item, we shall be authorized to sell it; the proceeds from the sale shall be offset against the buyer’s liability – less reasonable selling costs.

2. the buyer is authorized to dispose of the purchased goods in the ordinary course of business.

3. the retention of title shall extend to the full value of the products resulting from the processing, mixing or combining of our goods, whereby we shall be deemed to be the manufacturer. If, in the event of processing, mixing or combining with goods of third parties, their right of ownership remains, we shall acquire co-ownership in proportion to the invoice values of these processed goods.

4. the buyer is obliged to treat the purchased item with care, in particular he is obliged to insure it adequately at his own expense against fire, water and theft at replacement value. If maintenance and inspection work is required, the buyer must carry this out in good time at his own expense.

5. the purchaser hereby assigns to us as security the claims against third parties arising from the resale in total or in the amount of our possible co-ownership share, irrespective of whether the purchased item has been resold without or after processing. He is authorized to collect this for our account until revocation or cessation of his payments to us. The buyer is not authorized to assign this claim.

6. the goods and the claims replacing them may not be pledged to third parties, transferred by way of security or assigned before our claims have been paid in full.

7. if the realizable value of the securities exceeds our claims by more than 20%, we shall release securities of our choice at the buyer’s request.

8. the delivery item remains the property of the supplier in accordance with the above provisions until full payment has been made, insofar as these provisions are effective under the applicable law.

IX. Execution

1. illustrations, weights and dimensions are not binding for the design. We reserve the right to make changes, particularly in terms of design, during production.

X. Place of jurisdiction and applicable law

1. the legal relationship between the contracting parties is subject to German law with the exclusion of the UN Convention on Contracts for the International Sale of Goods.

2. 49716 Meppen (EMS) is agreed as the place of jurisdiction. However, we shall also have the right to take legal action at the court having jurisdiction for the Buyer or at any other court which may have jurisdiction under national or international law.

3. the place of performance for the delivery is the location of the plant.

XI. Consumer dispute resolution The European Commission provides a platform for online dispute resolution (OS), which you can find at http:// ec.europa.eu/consumers/odr. We are not obliged or willing to participate in a dispute resolution procedure.