Sales terms and delivery conditions

of the company INTERNORMEN Technology GmbH
Friedensstrasse 41, D-68804 Altlussheim, Germany

Scope of the terms and conditions
1. The following general sales terms and conditions apply to all business between the customer/buyer and the company INTERNORMEN Technology GmbH, unless in particular cases some variations of the terms have been agreed in writing.
2. These general sales terms and conditions apply only if the customer/buyer is a legal entity under public law or a public special fund.
3. By conclusion of a contract, the customer/buyer agrees to our general sales terms and conditions. Terms and conditions of the customer/buyer contrary to our terms and conditions apply only if we have agreed explicitly in writing.
4. General sales terms and conditions of the customer/buyer will also not be mandatory if we don’t contradict them explicitly.
5. Our general sales terms and conditions apply as a framework contract to all future sales and supply contracts with the same customer/buyer, without us having to refer to them in each particular case.

Offers, offer documents and order confirmation
1. Our offers are non-binding and subject to change, until a written confirmation has been sent by us.
2. Illustrations, drawings and dimensions given in an offer are only approximate, unless they are explicitly designated as binding.
3. When it comes to cost estimates, drawings and other documents, in electronic form as well, all property and copyrights are reserved by us. Those must not be made available to third parties, unless explicitly allowed by us.
4. The order placed by the customer/buyer is considered as a binding offer to enter into a contract and may be accepted by us within 4 weeks.
5. A delivery contract is concluded by a written order confirmation from us.

Prices
1. The prices are ex factory prices, excluding packaging and legal value added tax. The minimum order value (see offer) has to be considered.

Invoices and terms of payment
1. An invoice will be issued as soon as we have done everything that is required by the contract and are able to pass the delivery item into the possession of the customer/buyer.
2. The invoices are to be payed within 10 days net.
3. We can demand that the customer/buyer makes advance payments or suitable part payments.
4. If payment deadlines are exceeded, interest at a rate of 3% above the current exchange rate of the Deutsche Bundesbank (German Federal Bank) will be charged, notwithstanding any claims with respect to further compensation for loss due to delay.
5. The right of the customer/buyer to compensation and retention, because we have disputed counter-claims, is excluded.
6. As soon as the paid amount is available to us, the payment will be regarded as completed. Bills or checks are accepted; however, payment is effective only upon encashment of the same.
7. All payments will first be used to settle older debts.
8. If we become aware, after the conclusion of the contract, of circumstances which affect the creditworthiness of the customer/buyer, or if the customer/buyer goes bankrupt, we may require an advance payment and refuse to deliver until the requirement is fulfilled or a counterclaim has been made. We are entitled, in the case of a refusal of the customer/buyer, to cancel the contract completely or in parts and claim damages.

V. Deliveries, delivery time and delivery delay
1. The delivery will be performed according to the scope and at the time specified in the written order confirmation. Supplements to the agreement and changes apply only if explicitly agreed in writing.
2. Partial deliveries are permitted.
3. Delivery times are not binding. Delivery in compliance with the agreed delivery times assumes that all the matters between us and the customer/buyer have been settled, and payments and obligations of the customer/buyer are met in time. If this is not the case, the delivery period will be extended accordingly.
4. The delivery deadline is met if by the end of the delivery date the item/items to be delivered left our plant or the customer/buyer has been notified that the item/items are ready for delivery.
5. If the shipment, or the acceptance, is delayed at a request of the customer/buyer, we will keep/store the goods but at the customer’s/buyer’s risk. All expenses caused by that will be charged to the customer/buyer.
6. In case of force majeure (acts of nature beyond control) or other events beyond our control which could cause delivery difficulties, the delivery time will be extended accordingly. Sale and delivery of the goods shall depend on correct and punctual supply to ourselves. We will inform the customer/buyer as soon as possible regarding the beginning and end of such circumstances.
7. If late delivery should be caused by us, a written reminder is required by the customer/buyer stating an appropriate time-limit among other things.

Shipping, acceptance and transfer of risk
1. If not stated otherwise in our order confirmation, the delivery is ex works. The shipment will be performed at the risk and expense of the customer/buyer, part deliveries and returns as well.
2. The customer/buyer is obliged to accept the goods after ordering or after delivery, even in case of slight defects. The customer/buyer can refuse to accept the goods only if there is a substantial lack.
3. In the event that the customer/buyer is in default of acceptance, or that our delivery delay is caused by the customer/buyer, we are entitled to claim damages.
4. As soon as we deliver the goods to the forwarding agent, the risks pass to the customer/buyer.
5. We are entitled to insure the delivery against fire, water and other damages at the expense of the customer/buyer, unless the customer/buyer can proof that an insurance policy already exists.

Retention of title
1. Delivered goods remain our property until full payment of all claims made by us.
2. Processing of goods delivered by us, which are still our property, will be done on our behalf, without any liabilities being created for us thereby. During processing, incorporating or mixing of the goods still in our property, with other goods by the customer/buyer, the customer/buyer transfers his ownership rights to us and commits to store the new item carefully.
3. The customer/buyer is entitled to resell the goods and transfer the property rights on them during ordinary course of business, but only if the customer/buyer made all required payments. With the conclusion of the contract, the customer/buyer will, by way of security, transfer to us all the amounts he claims from sales from his customers with all ancillary rights. The customer/buyer remains entitled to collect the debt claim, as long as the customer/buyer is not in default of payment towards us.
4. In case of reduced creditworthiness of the customer/buyer, we are at all times entitled to prohibit the resale of the goods sold under retention of title.
5. During the duration of the title retention the customer/buyer is obliged to keep the retained goods in good condition and carry out maintenance work if necessary.
6. In case of delayed payment or not meeting his obligations regarding the retention of title, the customer/buyer has to expect that we will withdraw from the contract after a reasonably long period of time granted by us, or claim the delivered goods back, as we are entitled to.
7. The customer/buyer is not entitled to transfers by way of security and pledging of the goods. In cases of seizure or any other infringement of our right to property by third parties, the customer/buyer is obliged to inform us immediately and in writing. If the costs of prosecution of our property cannot be obtained from third parties, the customer/buyer is obliged to pay the expenses.

Warranty and liability for material defects
1. The customer/buyer has to examine the delivered goods immediately upon receipt and, if necessary, must inform us of any defects promptly and in writing. If the customer/buyer neglects to do so and doesn’t inform us as stated above, our liability is excluded.
2. If the delivered item/items were defective at the time of passing the risk, we are entitled to the following: rework and subsequent improvements or supplying a replacement, where replaced parts become our property and have to be returned to us.
3. The customer/buyer is obliged to allow us to eliminate the defects by granting us access to the supplied goods and giving us enough time to do so. If the customer/buyer neglects to do as mentioned above, our liability for any subsequent consequences is excluded. The customer/buyer isn’t entitled to eliminate defects by himself or have them eliminated by third parties, unless we are in default with eliminating the defects or the customer/buyer is forced to do so in cases of imminent danger. In such cases the customer/buyer has to inform us in writing about it and eliminating the defects must be handled by trained personnel only.
4. If we are unable to provide a replacement delivery or eliminate defects during a reasonably long period of time given by the customer/buyer, the customer/buyer is entitled to withdraw from the contract under conditions required by law. If the defect is only a minor one, the customer/buyer is only entitled to reduce the contract price. In any other case, the right to lower contract prices is excluded.
5. If there is a repeated defective delivery of the same goods, and the customer/buyer sent us another written warning that the repeated delivery was unsatisfactory as well, the customer/buyer is entitled to withdraw from the contract.
6. We will not accept any claims of alleged defects in cases of: improper assembly, start-up, handling, maintenance, storing, use of improper equipment, natural wear, modification or subsequent improvement of the delivered item/items by the customer/buyer or by third parties without our prior consent. We assume no liability for the suitability and appropriateness of the delivered goods. Warranty claims are excluded for materials delivered by the customer/buyer or designs instructed by the customer/buyer.

Limitation of claim
1. All warranty claims by the customer/buyer expire after 2 years. Repairs and replacements have no effect on the expiration period. For damage claims, the statutory provisions are to be applied.

Withdrawal and right to refuse performance
1. The customer/buyer can withdraw from the contract if the delivery isn’t possible, or if, after a reasonably long period of grace, the delivery is delayed, or in cases of unsuccessful rework or subsequent delivery.
2. We are entitled to withdraw from the contract, either wholly or in part, in cases of unforeseen events, if the customer/buyer becomes insolvent or if his assets deteriorate. If so, any claims for damages against us are excluded.
3. We are entitled to refuse providing services, if providing them should be unreasonable due to circumstances beyond our control. This would e.g. be the case especially if we were about to provide services in a country for which the Federal Republic of Germany’s Ministry of Foreign Affairs has issued a travel warning.

Liability
1. Our liability is excluded regardless of its reason, unless any other liability regulations have been made elsewhere in this sales terms and delivery conditions. We are not liable for damages which are not on the delivered item itself, like profit loss or damage to property.
2. This exclusion of liability does not apply: in cases of gross negligence or willful misconduct, faults fraudulently kept secret or faults which absence was guaranteed, as well as in cases of violation of life, body and health.
3. In case of violation of essential contractual obligations, our liability is limited to typical and foreseeable loss.
4. Other claims are excluded.

Miscellaneous
1. For all obligations both parties have, which are arising from this contract, the place of performance is the registered place of business of our company.
2. Place of jurisdiction is the court holding jurisdiction for the registered place of business of our company; but we are also entitled to sue the customer/buyer before the court holding jurisdiction for the registered place of business of our customer/buyer.
3. Between registered merchants, the place of jurisdiction is Schwetzingen.
4. The law of the Federal Republic of Germany applies, under the exclusion of the UN Convention on Contracts for the International Sale of Goods.
5. If individual clauses of these general terms and conditions are in whole or partially ineffective, this shall not affect the validity of the remaining clauses.
6. For all cases not settled by the above conditions, statutory provisions are to be applied.

INTERNORMEN Technology GmbH

Sales terms and delivery conditions, Version: October 2010

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