§ 1General

1.Our deliveries and services are provided based solely on the following General Terms and Conditions („Terms“). These Terms shall take precedence over the purchasing conditions of the Customer.
2.In issuing its first order, the Customer declares itself in agreement that these Terms shall apply to all further orders, contracts, and products or services offered that are of a similar nature, and that in such cases the Terms shall continue to apply without renewal or extension.
3.Any collateral agreements or other agreements that deviate from these Terms or amendments to the order confirmation require our written confirmation to be valid. This shall hold true even if we do not specifically dispute additional conditions or requirements that the Customer records in its written order, or in cases where the Customer wants to make its purchasing conditions the foundation of the contract. In as far as these contradict our own Terms, they shall not become valid elements of the contract, regardless of whether we do not address them, or make deliveries or provide services without express reservation.
4.Commercial agents or outside representatives do not have the authority to conclude collateral agreements or agree to special contract conditions.
5.Our Terms apply solely to entrepreneurs, companies and legal persons according to public law or special public-law entities within the meaning of §310 Para. 1 BGB [German Civil Code].

§ 2Quotation

1.Our quotations are always subject to change. Asales contract only materializes with our written confirmation of the order.
2.We reserve all property rights and copyrights to estimates, drawings, and other documents contained in the quotation. The Customer is prohibited from allowing third parties to have access to these documents. The Customer shall return these to us at our request.

§ 3Scope of delivery

1.We reserve the right to make technical modifications and changes in form, color and/orweight within reasonable limits.
2.Information regarding the functions and consumption values of our machines is to be conside-red as an approximation. The Customer itself must ensure, based on our specifications, that the required materials and conditions (for example, electricity, gas, water, ventilation stacks, openings, etc.) necessary for operating the equipment is available in sufficient quantity. It shall also acquire the necessary governmental permissions; in particular, a master ventilation specialist must grant permission when fume ventilation stacks or equipment provided by the building contractor is hooked up.

§ 4Prices

1.We reserve the right to modify our prices correspondingly and within reason if, from the time the contract is concluded to the time that the good are delivered or services are rendered, an increase in our costs occurs, in particular wage and salary increases, increases in freight costs including customs, import or expert fees, and the prices that our upstream suppliers charge, as well as cost increases as the result of changes in currency exchange rates.
2.The prices are ex works without packaging insofar as nothing to the contrary has been agreed to, plus the legally applicable rate of value-added tax for the day of delivery. The Customer shall initiate any required connection to utility lines (electricity, water, steam, sewage, hot water, gas, etc.) at its own cost, and the connection must be carried out by electrical specia-lists or installers licensed for that local area.
3.Should we also be commissioned with the assembly work or setup or monitoring of theconnection of the items delivered, we shall upon request provide customer service mechanicsat our currently valid billing rates, which we will also provide upon request. For the remainder, the provisions set out in §10 shall apply.
4.The Customer hereby waives any return of packaging and shall dispose of this properly. If not,it hereby accepts an additional charge of 2% of the sales price.

§ 5Delivery

1.Partial deliveries are permissible insofar as these do not impose an undue burden on the Customer.
2.The specified time for delivery begins when order confirmation is sent, however not before collection of the documents, permits, approvals to be procured by the Customer, as well as before receipt of an agreed-upon deposit. The time for delivery is considered complied with when the shipment is ready for shipping before the specified deadline and this has been communicated to the Customer or the item to be delivered ex works has been provided to the shipper. Installation work, even if performed by us, is not conducted according to a deadline unless this is expressly confirmed by us in writing. Compliance with any deadline requires corresponding cooperation by the Customer.
3.Acts of nature or force majeure entitle us - even within the period of delay - to postpone the delivery or service for the duration of the obstruction. Included in acts of nature or force majeure are all events that are beyond our control and because of which it is temporarily impossible for us to make delivery or render the service, or which would increase the difficulty in doing so to an unreasonable level, i.e. strikes or lockouts, war, import and export bans, power or raw materials shortfall, governmental measures, and late delivery from upstream suppliers through no fault of our own. Should the obstruction last for more than two months, the Customer is entitled, after setting an appropriate deadline, to cancel the contract.
4.Should we be responsible for failure to meet a delivery deadline that has been agreed upon, our Customer shall have the right to terminate the contract, but only after setting an appropri-ate extension with the express warning that it will reject the delivery or service after the exten-sion expires.
5.The transfer of risk to the Customer occurs no later than when goods are loaded for delivery. Should delivery be delayed due to circumstances within the Customer‘s control, risk is trans-ferred at the time goods are ready for shipping. In such cases, the goods that are ready to be shipped will be put into storage at the Customer‘s cost and risk. The due date of the invoice shall be unaffected thereby.
6.The recipient must immediately report to us any type of damages that occurred in transit. Transportation insurance will be obtained only at the express request of the Customer. Shoulddamages incurred in transit be covered by a transportation insurance policy, we may choose at our discretion either to accept the compensation proffered by the insurance policy and to deliver replacement(s), or to request payment of the sales price from the Customer in return for assigning the right of recovery of the insured damages to the Customer.
7.We shall have the choice of shipping method when nothing has been agreed to the contrary.

§ 6 Warranty

1.The Customer must inspect the delivered goods or service immediately as per §377 HGB [German Commercial Code]. Any obvious defects determined in this inspection must be reported to us in writing without delay. Defects that cannot be found within this period even after careful scrutiny must be reported to us in writing immediately after they are discovered, and any and all work or further processing of or with the goods or service must also cease immediately. The Customer shall provide us with the opportunity to determine the defects for ourselves without delay. After an acceptance process that is completed as agreed, complaintsregarding defects that could have been determined during acceptance shall be void.
2.Any period set by the Customer for substitute fulfillment must be at least four weeks and be submitted in writing.
3.As a rule, we‘ll provide substitute fulfillment only through replacement delivery, either of the defective machine parts or, as necessary, the entire machine.
4.We must be given three attempts for the substitute fulfillment before we are deemed to have failed.
5.Returns of defective goods for the purpose of substitute fulfillment may only be sent to us after we have given our consent in writing. The risk of accidental destruction or deterioration of the goods is not transferred to us before we receive the goods at the facility that we specify.
6.The statute of liability for defects claims is one year after delivery of the goods to the Custo-mer. This shall not apply to structures and items that were used appropriately according to thenormal method of use for a structure and which then caused it to be defective.
7.No warranty is provided when used machines are sold.No warranty shall be provided when defects occur because our operation or maintenance instructions are not carefully followed, or the Customer carries out or has third parties carry out repairs on or in any other way tampers with the products delivered. For goods that are sold as declassed - so called „IIa material“ - no warranty shall be provided for stated defects and those types of defects that the Customer would normally expect with such goods.
8.Our warranty does not apply to normal wear and tear, and furthermore does not apply to damages that occur after the transfer of risk due to incorrect or negligent handling, excessive stresses placed on the goods, inappropriate equipment, or other factors that are not set out in the contract.
9.Promotional assertions or public statements and declarations by third parties do not give rise to defects of quality. No warranty shall be provided in such cases.

§ 7 Payments

1.In as far as nothing to the contrary has been agreed to or confirmed by us in writing, all pay-ments shall be made at the time of delivery in cash and without delay as the total of the net price plus the current legally applicable value added tax. Payment instructions, checks, and bills of exchange will only be accepted according to specific agreements and only toward the purpose of fulfillment, and all collection and discount charges shall be charged to the Custo-mer.2.Payment is considered rendered only after we have unconditional access to the sum; in the case of checks/bills of exchange, only when the check/bill can be cashed with no funds on hold.3.Despite any of the Customer‘s provisions to the contrary, we shall be entitled to use paymentsto first settle the Customer‘s prior existing debts. If costs and interest have already been incur-red, we shall be entitled to use payments to first set off costs, then interest, and lastly the main payable debt.4.Should the Customer default against the deadline to make payment, we shall be entitled to charge late payment interest in the amount of 1.5% per month, insofar as the matter regards renumeration payment. Should we be able to prove increased damages due to the delay in any individual case, we shall be entitled to demand the higher amount. In return, the Custo-mer shall be entitled to provide evidence to us that damages of a lesser value were incurred. However, we shall be entitled in each and every case to charge late payment interest of 8% per year above the current applicable base interest rate.5.The Customer shall only be entitled to set off or retain sums if its counterclaim is upheld by a court of law, is uncontested or its validity is acknowledged by us.6.If we have consented to an agreement that the Customer may make payment in installments, we shall be entitled to terminate this agreement if:a) the Customer defaults on two consecutive partial payments, either in full or in part,b) the Customer stops making payments, or insolvency proceedings are petitioned or opened in regard to its assets, c) the Customer commits a significant breach of one of the contractual duties specified above despite warnings, or the Customer defaults on acceptance,d) the Customer‘s financial circumstances worsen substantially.7.In as far as the payment terms according to the delivery contract are exceeded, we shall be entitled to demand additional compensation.

§ 8Retention of title

Until all payments are rendered, including current account payments, which we are entitled to receive from our Customer based on the business relationship and the legal grounds resultingtherefrom, now or in the future, we are entitled to the following as security:1.Our goods remain our property. Further processing or modification on the Customer‘s premi-ses shall be undertaken solely for us as the manufacturer, however without any obligation on our part. Should our (co-)ownership expire through transaction, it is now herein agreed that the (co-)ownership of our Customer in the item as a whole shall transfer to us according to the Customer‘s share of the value (invoice value). The Customer shall maintain our (co-) ownership free of charge. Goods in which we have (co-)ownership interest are designated in the following as subject to retention of title.2.Our Customer shall be entitled to use goods subject to retention of title in proper business transactions, so long as the Customer is not in default to us, and to sell to its buyers if it arranges with buyers to maintain the retention of title. The Customer shall assign to us as collateral and in their full amount any receivables resulting from the resale or other legal ground (insurance, action in tort) that arise in relation to the goods subject to retention of title. We authorize our Customer to collect the assigned receivables on our account in its own name; this authorization is revocable. Upon our request, the Customer shall disclose the assignment and provide us with the required information and documentation. Until such time as payment of the sales price has been made in full, the Customer shall permit us or a party authorized on our behalf to enter the area where the respective delivered goods have been set up. Should the goods subject to retention of title be resold by the Customer together with other goods, a portion of the receivables from the resale shall be assigned to us, in a propor-tion of the invoice value of the goods subject to retention to the invoice value of the other goods. Should goods be resold in which we have a co-ownership share, a corresponding share of the receivables shall be assigned to us.3.In the case of attachment of claims or other assertion of rights by third parties to goods sub-ject to retention of title, the Customer shall present notice of our ownership and notify us immediately to give us the possibility to file a motion for intervention in accordance with §771 ZPO [German Code of Civil Procedure]. Insofar as the third party is not in a position to re-imburse us for our ownership rights and costs arising from court or out-of-court actions, the Customer shall be liable for these. 4.Should we consent to a so-called check/bill of exchange procedure, our claims for payment shall only be considered fulfilled when the bill has been cashed and all related ancillary costs have been paid in full.

§ 9Seller‘s entitlement to damages compensation

Should we voluntarily and expressly consent to the cancellation of a binding order that had been placed, the Customer shall pay to us 20% of the order total, even if we do not expressly repeat this condition at the time of the cancellation. If we have already delivered the item, thelump-sum total shall be increased to include the costs of the outbound and return transporta-tion as well as the costs of reprocessing. Aright to demand a higher amount of damages is not hereby precluded. The Customer shall be entitled to provide evidence that we suffered damages of a lesser value.

§ 10 General limit of liability, statute of limitations

1.We accept unlimited liability for deliberate acts and gross negligence. For simple negligence, our liability shall be limited to damages that are foreseeable and typical to this type of con-tract, insofar as there is a breach of duty, the compliance with which plays a significant role in achieving the purpose of the contract (cardinal duty). This standard of liability shall also apply to cases of initial impossibility of performance.2.The above limitations and exclusions of liability shall not apply to claims asserted in accordan-ce with the Produkthaftungsgesetz [German Product Liability Law] and for damages resulting from injury to or loss of life, health, well-being, or freedom.3.Exclusions or limitations of our liability shall also apply to the personal liability of our employees, workers, staff members, representatives, and vicarious agents.4.Claims that are not excluded in accordance with §10 No. 1 but are limited in scope shall be subject to a statute of limitations of one year, starting from the knowledge of or grossly negli-gent ignorance of the circumstance and the liable party that is the basis for the claim. With theexception of damages claims that pertain to injury to or loss of life, health, well-being, or free-dom, damages claims shall be subject to a statute of limitations of five years from the initial time of their assertion, regardless of knowledge or grossly negligent ignorance.

§ 11 Customer service

1.We shall provide customer service for repair and maintenance work in accordance with currently valid billing rates, which we will provide upon request.2.Customer service mechanics are not authorized to make warranty commitments or other declarations that would impose obligations on us.3.§10 shall apply to defects and damages caused by customer service as appropriate.

§ 12 Applicable law, place of performance, place of jurisdiction

1.The law of the Federal Republic of German shall apply to all judgments in the entire legal relationship, and shall exclude application of the UN Sale of Goods Convention (Vienna Convention of 1980).2.Place of performance and jurisdiction is the company headquarters in Munich, Germany. We shall also be entitled to bring an action against the Customer in its place of general jurisdiction.