AGB

General Delivery and Payment Conditions

[Version 1/2005]

1. General
   1. The deliveries, services, and offers of the supplier are made exclusively based on these terms and conditions. These also apply to all future business relationships, even if they are not explicitly agreed upon again. Deviating purchasing conditions of the buyer do not become part of the contract even if accepted.
   2. The content and scope of all orders are determined solely by our written order confirmation. Side agreements and changes require our written confirmation. Our employees are not authorized to make oral side agreements or give oral assurances that go beyond the content of the written contract.
   3. If individual provisions of the agreements concluded between the supplier and the buyer or individual provisions of these delivery and payment conditions are invalid, the other provisions remain in effect. The resulting contractual gap is to be closed considering the economic interests of both parties.
2. Delivery Time
   1. All specified delivery times are, unless expressly designated as binding, non-binding components of the contract and only give the buyer the right to set a reasonable deadline in case of non-compliance.
   2. Delivery and performance delays due to force majeure and events that significantly hinder or make delivery or performance impossible for the supplier – particularly strikes, lockouts, official orders, etc., even if they occur at suppliers of the supplier or their subcontractors – are not the responsibility of the supplier, even with binding agreed deadlines and dates.
   3. If the supplier is responsible for the non-compliance with bindingly promised deadlines and dates or is in default, the buyer is entitled to a default compensation of 0.5% for each completed week of default, but a maximum of 5% of the invoice value of those parts of the total delivery that cannot be used on time or according to contract due to the default. Further claims are excluded unless the default is based on at least gross negligence of the supplier.
3. Price and Payment
   1. All prices are ex works, excluding packaging, loading, freight, delivery, and any insurance. The prices are subject to the applicable statutory VAT.
   2. In the absence of special agreements, we are entitled to request an advance payment of 50% of the gross order amount after the order is placed. All payments must be made within 14 days after invoicing without deductions.
   3. The buyer is only entitled to offset, retention, or reduction, even if complaints or counterclaims are made, if the counterclaims have been legally established or are undisputed. The buyer is, however, also entitled to retention due to counterclaims from the same contractual relationship.
4. Retention of Title
   1. Until the unconditional and unreserved fulfillment of all claims (including all balance claims from current accounts) that the supplier has against the buyer for any legal reason, the following securities are granted to the supplier, which he will release at his discretion upon request, to the extent that their value exceeds the claim by more than 20%.
   2. The delivery item remains the property of the supplier. Processing or transformation always occurs for the supplier as manufacturer, but without any obligation for him. If the (co-)ownership of the supplier expires due to connection, it is already agreed that the (co-)ownership of the buyer in the unified item proportionally (invoice value) transfers to the supplier. The buyer keeps the (co-)ownership of the supplier free of charge. Items to which the supplier has (co-)ownership are referred to as reserved goods.
   3. The buyer is entitled to process and sell the reserved goods in the ordinary course of business as long as he is not in default of payment. Pledging or transfer by way of security is not permitted. The claims arising from the resale, further processing, or any other legal reason (e.g., insurance, tort) regarding the reserved goods (including all balance claims from current accounts) are hereby assigned by the buyer as security in full to the supplier. The supplier authorizes him revocably to collect the claims assigned to the supplier at his own expense and in his own name. This collection authorization can only be revoked if the buyer does not properly fulfill his payment obligations.
   4. In the event of third-party access to the reserved goods, particularly seizures, the buyer will point out the supplier's ownership and notify him immediately so that the supplier can enforce his ownership rights. To the extent that the third party is not able to reimburse the supplier for the judicial or extrajudicial costs incurred in this context, the buyer is liable for this.
   5. In the event of a breach of contract by the buyer – particularly default of payment – the supplier is entitled to take back the reserved goods or request the assignment of the buyer's claims for return against third parties. Any assertion of the retention of title, including the seizure of the delivery item by the supplier, is made solely as security and does not constitute a withdrawal from the contract.
5. Claims for Defects

   For material defects in the delivery, the supplier provides warranty under exclusion of further claims – subject to Section VI – as follows:

   1. All parts that prove to be defective due to a circumstance occurring before the risk transfer are to be repaired or replaced free of charge at the supplier's discretion. The buyer must notify the supplier of such defects immediately, but no later than within one week after receipt of the delivery item at the destination. Defects that cannot be detected even with careful inspection within this period must be reported to the supplier immediately after discovery, with immediate cessation of further processing. Replaced parts become the property of the supplier.
   2. The buyer has the right to withdraw from the contract within the framework of statutory provisions if the supplier – taking into account statutory exceptions – allows a reasonable deadline set for the repair or replacement delivery due to a material defect to elapse unsuccessfully. If only an insignificant defect exists, the buyer is only entitled to a reduction of the purchase price. The right to reduce the contract price remains otherwise excluded. Further claims are determined according to Section VI of these conditions.
   3. For third-party products, the buyer's claims for defects are limited to our prior assignment of our claims against our supplier. If the extrajudicial assertion of our supplier fails in whole or in part, the buyer's claims for defects – against the return of the claims for defects against our supplier – are determined according to our other provisions. This also applies if we are liable for intent or gross negligence in the selection or installation of third-party products.
   4. If the buyer is a merchant within the meaning of the HGB, a legal entity under public law, or a public-law special fund, all claims for defects expire within 12 months from delivery or – in the case of contracts for work – from acceptance. This does not apply to the delivery of goods that, according to their usual use, are used for a building and have caused its defectiveness or if the supplier has fraudulently concealed defects.
6. Liability
   1. For damages that do not occur to the delivery item itself, the supplier is only liable – regardless of the legal grounds –
      1. in cases of intent,
      2. in cases of gross negligence of his organs or senior employees,
      3. in cases of culpable injury to life, body, health,
      4. for defects that he has fraudulently concealed or for which he has guaranteed absence,
      5. for defects of the delivery item, to the extent that liability is established under product liability law for personal and property damage to privately used items.
   2. In cases of culpable violation of essential contractual obligations, the supplier is also liable for gross negligence of non-executive employees and in cases of slight negligence, in the latter case limited to the typical contractual, reasonably foreseeable damage.
   3. Further claims are excluded.
7. Intellectual Property Rights
   1. If the supplier is to deliver according to drawings, samples, or models provided by the buyer, the buyer assures the supplier that the production and delivery of the items do not infringe third-party intellectual property rights.
   2. If the supplier is prohibited from manufacturing and delivering items that are to be made according to the buyer's drawings, samples, or models due to third-party intellectual property rights, the supplier is entitled, without being obliged to check the legal situation, to discontinue production and refrain from delivery, excluding any claims from the buyer; the costs already incurred by the supplier due to the execution of the order are to be reimbursed by the buyer.
   3. In any case of the aforementioned type, the buyer agrees to indemnify the supplier from third-party claims for damages and to fully compensate the supplier for damages arising from the infringement or assertion of any third-party intellectual property rights.
8. Place of Fulfillment, Applicable Law, Jurisdiction
   1. The place of fulfillment is the supplier's registered office. This also applies to deliveries and services to buyers abroad.
   2. These terms and conditions and all legal relationships between the supplier and the buyer are governed by the law of the Federal Republic of Germany, with the express exclusion of uniform international sales law.
   3. To the extent that the buyer is a merchant within the meaning of the HGB, a legal entity under public law, or a public-law special fund, 74336 Brackenheim is the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship. The supplier is also entitled to sue at the competent court for the buyer's business location. This also applies to claims arising from checks and bills of exchange and for our business dealings with foreign countries.