General terms and conditions

1. General Our terms and conditions apply exclusively to all business relations, including subsequent business transactions. Other terms and conditions, in particular terms and conditions of the customer, do not bind us, even if we do not expressly object to them. Any oral statements deviating from our terms and conditions, in particular promises made by representatives, must be confirmed in writing.

2. Offers Our offers are subject to change.

3. Prices Prices always apply for delivery ex works, excluding value added tax, packaging and transport. For the execution of the order, the daily prices appropriate on the day of delivery are decisive, unless fixed prices for a specific period or for a specific object are expressly agreed. In the event of a general price increase for the type of goods ordered between the order and the execution of the delivery, an agreed fixed price shall also increase accordingly. Unforeseen difficulties in production as well as additional work processes that prove necessary for custom-made products require appropriate price increases.

4. Payment All payments are to be made free supplier’s paying agent. If the payment deadline is exceeded, we are entitled to charge interest on arrears at a rate of at least 4% above the respective discount rate of the German Federal Bank. It is to be set higher or lower if the supplier can prove a burden with a higher interest rate or the customer can prove a lower burden. Bills of exchange and cheques are only accepted on account of payment. If we accept bills of exchange, the customer must pay the discount and bank charges. If the customer is in default of payment of a bill of exchange or cheque debt or any other debt due for more than one week, all claims arising from our mutual business relationship shall become due immediately. Offsetting and right of retention are only possible against our claims to the extent that the claims of the customer are undisputed or have been legally established. On the other hand, we are entitled to set off all our own claims, including claims from bills of exchange, against all claims of the customer to which he is entitled against us, even if the mutual claims have different due dates.

5. Dispatch If no precise instructions are given by the customer, we shall dispatch the goods at our best discretion. We do not assume any obligations of any kind with regard to the cheapest shipment. All shipments always travel on account and risk of the customer. The risk is also transferred to the customer in the case of freight-free delivery. At the request and expense of the customer, the supplier will insure shipments against the usual transport risks.

6. Delivery time We shall name the delivery time at our best discretion, but without obligation, provided that business is smooth and subject to the availability of the required raw materials. Our information is calculated from the date of order confirmation or clarification of all details and refers to the time of delivery ex works. If the customer provides us with materials, the delivery period shall commence upon receipt of the materials in our factory. In offers, our delivery time is only valid for immediate orders. Otherwise, new delivery dates must be agreed upon.

7. Delivery disturbance, delay in delivery Delivery obligations and delivery periods shall be suspended as long as the customer is in default with a liability. Claims for damages of the supplier (e.g. lost profit) are not affected by this. In the event that doubts arise as to the solvency of the customer, we reserve the right to make further performance dependent on the provision of securities. In the event of a delay in delivery, the customer shall set a reasonable period of grace. If this grace period expires without result, the customer shall be entitled to withdraw from the contract in the case of orders for catalog goods. In the case of orders for custom-made products, a new delivery date shall be negotiated. Claims for damages by the customer due to delay or impossibility are – except in the case of gross negligence – limited to the price of the delayed or missing part of the delivery. Force majeure, operational disruptions, shortage of workers, energy or raw materials, procurement difficulties for production materials and spare parts for machines, strikes, lockouts, traffic disruptions and orders from higher authorities release us from the obligation to deliver for the duration of the disruption and to the extent of its effect. They also entitle us to withdraw from the contract in whole or in part.

8. Defects Defects of quality shall become time-barred after 12 months. Any complaints regarding the quality or quantity must be made in writing immediately after receipt of the goods, stating the order data, the invoice and dispatch numbers and enclosing samples. Hidden defects must be reported in writing immediately after discovery. The burden of proof that the defect is hidden lies with the customer. We shall comply with timely and justified notices of defects at our discretion by exchanging the goods or reimbursing the reduced value, provided that the goods are still in the same condition as upon delivery. Rejected goods may only be returned with our express consent. The customer bears the risk of the return shipment. In case of shortages we have the choice between subsequent delivery or corresponding credit note. If the replacement delivery is also defective, the customer can demand the cancellation of the contract or a reduction of the payment. The customer may not refuse to accept deliveries due to minor defects. The customer cannot derive any rights with regard to the remaining partial quantities on account of defective partial deliveries. Furthermore, we are only liable for all damages if these are based on grossly negligent or intentional violation of our contractual or legal obligations. In the event of gross negligence, our liability is limited to compensation for the direct damage. This limitation of liability does not apply in the case of gross negligence on the part of senior staff and in the case of grossly negligent breach of principal duties. The customer guarantees that the manufacture and delivery of items manufactured according to his specifications do not infringe the property rights of third parties. He shall indemnify us from all claims in this respect. In the event of notices of defects, payments by the customer may be withheld to an extent that is in reasonable proportion to the material defects that have occurred. The customer may only withhold payments if a notice of defect is asserted, the justification of which is beyond doubt. If the notice of defect is unjustified, the Supplier shall be entitled to demand reimbursement of the expenses incurred by him from the customer.

9. Retention of title Until all claims (including all balance claims from current account) to which we are entitled against the customer now or in the future for any legal reason have been satisfied, we shall be granted the following securities, which shall be released on request and at our discretion, provided their value exceeds the claims by more than 20% on a sustained basis. All goods delivered shall remain our property until all liabilities of the customer from the mutual business relations with us have been settled in full. If a liability of the supplier for a bill of exchange is established in connection with the payment of the purchase price, the reservation of title shall not expire until the bill of exchange has been honoured by the customer as drawee. The customer is obliged to keep and store our goods separately and to insure them against damage and theft in any case. The retention of title also extends to the value of the new products resulting from processing. The processing is carried out for us. The orderer shall be deemed to be the custodian free of charge for the supplier. The orderer is entitled to dispose of the goods subject to retention of title in the ordinary course of business as long as he is willing and able to properly fulfil his obligations towards us. Pledging or transfer by way of security is not permitted. The orderer must ward off any encroachment by third parties (seizure etc.) on our property and inform us immediately. All claims arising from the sale of the goods subject to retention of title are hereby assigned to us by the customer with ancillary and security rights, including bills of exchange and cheques, as security for our claims. If our reserved goods are sold after processing with other goods, the assignment shall be limited to that part of the claims which corresponds to the share of the reserved goods in the total value of the processed goods at the time of processing. The customer shall keep receipts from these assignments separate and use them only to cover our claims. We are entitled to inform the customers of the assignment in individual cases. At our request, the customer shall provide us with a list of the assigned receivables for the purpose of self-collection. In the event of default of payment, the supplier shall be entitled to withdraw from the contract and take back the goods after the expiry of a reasonable period of grace granted to the customer. The orderer is obliged to surrender the goods.

10. Place of performance and jurisdiction For all rights and obligations arising from the contract, Lemgo shall be the place of performance and jurisdiction for both parties. However, the supplier is also entitled to bring an action at the customer’s place of business.

11. Export transactions For the legal relations in connection with this contract, German substantive law shall apply, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

12. Special agreements Special agreements or possible legal invalidity of individual points of these terms of delivery do not affect the validity of the remaining points. General Terms and Conditions of Delivery and Payment M. Jünemann Mess- und Regeltechnik GmbH, D-Bad Salzuflen for use in business transactions with companies MANFRED JÜNEMANN Mess- und Regeltechnik GmbH