GENERAL TERMS AND CONDITIONS OF BUSINESS

German law applies to export transactions. For export business German law is valid.

§ 1 Contents of the contract

1. We always sell and deliver only according to our conditions. They apply based on our offer or our uncontested order confirmation or unambiguous acceptance of our delivery note. An objection must be made immediately and in writing.
2. Any conflicting conditions of the purchaser only apply if they are expressly confirmed by us and only for the respective delivery. We are not obliged to make follow-up deliveries and they will be made on our own terms and conditions.
3. If individual conditions are ineffective, the validity of the remaining conditions remains unaffected. Trade custom and law apply as a substitute and in addition. German law applies exclusively to export transactions. Application of the uniform sales law is excluded.
4. All contractual agreements, including changes and additions, are only valid if they are confirmed by us in writing.
5. The purchaser acknowledges that we have clearly indicated the validity of our general terms and conditions on our business premises.

§ 2 Prices

1. Prices for goods that are to be delivered within four weeks of the conclusion of the contract are fixed prices. However, in other cases we are entitled to a price increase for compelling calculation reasons, which we must give notice of at least two weeks in advance. A net price increase of more than 5% entitles the customer to withdraw from the contract without culpable hesitation.
2. Shipping and packaging methods are determined at our discretion. Packaging is charged at cost price. Packaging materials are generally not taken back. If the packaging is rented separately, the calculated amount will be credited if the item is returned freight-free, provided the material is received by us in good condition.
3. The embossing stamps, pressure rollers, tools or other devices required for labeling will be charged to the purchaser at cost price. Reference is made to § 5 paragraph 6.
4. Quantity deviations, even minor ones, are taken into account when calculating the price. Price commitments do not apply to subsequent orders.
5. If a fixed number of items ordered is partially canceled, an appropriate mid-quantity surcharge will be charged in the event of cancellation before production of the canceled part begins. After this start of production, finished pieces will be charged in full despite cancellation, while half-finished parts will be deducted from quantity-dependent cost savings.
6. If there is a delay in production due to late delivery by the customer, the price will increase by the resulting increase in costs including idle times.

§ 3 Payment

1. Payment must be made in cash net within 30 days of the invoice date (same day of dispatch). Partial payment may be required for partial deliveries. Interim invoices are permitted. Agreed advance payments are a production requirement. S.d. §§ 2 No. 5, 4 No. 2.
2. In the event of arrears in payment and in accordance with Section 610 of the German Civil Code (BGB), immediate payment can be demanded, even if a payment deadline has been granted. In these cases, we can also demand advance payment for outstanding deliveries, proceed in accordance with Section 326 of the German Civil Code (BGB), prohibit the resale of the goods and/or retrieve unpaid goods at the purchaser’s expense.
3. We grant a 3% discount for advance payment or cash on delivery delivery, and a 2% discount for delivery within 14 days. The receipt of payment is decisive. In the event of late payment, we are entitled to charge default interest of 2% above the Bundesbank discount rate, or at least 9%, from the due date; The assertion of further damages due to delay is not excluded.
4. We only accept checks and bills of exchange voluntarily and as payment on the day they are credited. We can return bills of exchange that cannot be discounted, then the purchaser must pay the purchase price in cash immediately. Discount charges and exchange taxes are borne by the purchaser and must be paid immediately in cash. For the term of a bill of exchange, the claim bears interest at the bank credit rates. We assume no liability for presentation, protest, notification and handover of bills of exchange in the event of non-payment or for their timeliness.

§ 4 Delivery

1. Partial deliveries are permitted. Deviations of up to 10% of the ordered quantities are permitted for custom-made products.
2. A delivery period only begins after receipt of all documents and delivered parts from the purchaser required for continuous production. Deliveries by the purchaser of reinforcement parts (e.g. metal parts to be incorporated) must be made free to Brensbach with a surcharge of 5% for any scrap, in a timely manner, in perfect condition and in sufficient quantities for processing. A delivery date is postponed by the time until this receipt. Insufficient replenishment entitles production to be interrupted and a delivery deadline to be restarted or a delivery date to be postponed accordingly.
3. If a delivery period is not specified, we can demand acceptance of the goods within 3 months from the date of the order confirmation with a 14-day notice period. In the event of fruitlessness, we can insist on acceptance or withdraw from the contract or demand compensation. Finished goods are stored with us at the expense and risk of the purchaser.
4. Promised delivery dates and delivery times do not constitute a fixed transaction. We will not be in default if, through no fault of our own, circumstances arise that make the production or delivery of goods ordered from us impossible, delay or significantly restrict the production or delivery of goods ordered from us. If there is an impediment to production lasting more than 6 months, we can withdraw from the contract.
5. Even in the case of freight-free delivery, the risk passes to the purchaser when the goods leave the delivery factory. If the goods are not dispatched on the agreed delivery day, or alternatively on the day after the notification of readiness for dispatch has been sent, the risk passes to the customer after this point in time if he requests delayed dispatch or we are otherwise not responsible for it. At the customer’s written request, the goods will be insured at his own expense.

§ 5 Molds, tools

1. Pressing, injection molding and other molds as well as tools that are manufactured by us at the request of the customer or by third parties on our behalf are fundamentally our property in view of our construction work. They are used for orders from the customer and for others only with the express consent of the customer.
2. In the interest of the customer, we store and maintain these devices for repeat orders. We are not liable to the customer for damage that occurs despite proper handling. He only bears the maintenance costs that arise from normal wear and tear. Otherwise, the costs will be borne by the purchaser if he insists on further storage. The retention obligation expires if no further orders are received from the customer within 2 years of the last delivery.
3. As soon as the retention obligation ends, our restrictions with regard to the exploitation and use of the forms also end. These restrictions also end as soon as the customer does not meet his payment obligations.
4. The use of devices in whose production the customer is not financially involved is not subject to any restrictions. We also have no obligation to retain data in this respect.
5. Reference is made to Section 8, Paragraph 1.
6. The purchaser bears the manufacturing costs of the devices. They must be advanced by us and will be reimbursed to the purchaser in such a way that, upon delivery of goods manufactured using the respective molds, he will receive a credit of 5% of the value of the goods until the costs have been fully amortized. Otherwise, any obligation to reimburse is excluded.

§ 6 Liability for defects

1. Minor deviations from the average sample in quality and design do not constitute liability for defects.
2. The purchaser is solely responsible for the correct design of pressed and injection molded parts according to the customer’s ideas and for their practical suitability, even if he was advised by us during development.
3. Complaints regarding obvious defects must be made by the purchaser without culpable hesitation; otherwise they are ineffective. The purchaser is obliged to inspect the delivered goods for the presence of defects within the usual commercial deadline. After six months from delivery, a complaint about hidden defects is no longer permissible.
4. If a complaint about defects is justified, we are only obliged to repair or replace the defective goods or defective parts of a quantity of goods, excluding any other rights of the purchaser.
5. However, in the event of failure of repair or replacement delivery, the purchaser is entitled to demand a reduction in the remuneration or, at his discretion, cancellation of the contract. We will bear the transport, travel, labor and material costs that are necessary for the purpose of repair, while there will be no change to the agreed prices.

§ 7 Retention of title

1. We reserve ownership of the delivered goods until all payment claims, including any balance from current invoices and including unfinished business, have been settled in full. When checks and bills of exchange are handed in, this applies until they are finally redeemed.
2. For any processing (processing or transformation according to § 950 BGB) of the goods delivered by us, it is agreed, to the extent permissible, that our retention of title extends to the new item created. Furthermore it is agreed: We as manufacturers remain the owners of the new item. Should the buyer nevertheless become the owner, the immediate transfer of ownership to us is agreed and the buyer takes custody of the new item for us. If the customer has our goods processed by a third party, the third party acts on behalf of the customer, who is commissioned by us to place the order in his own name. However, if we do not become the owner of the new item as the manufacturer, the following applies: If the buyer becomes the owner, the immediate transfer of ownership to us is agreed and the claim for return against the third party is assigned to us. If the third party becomes the owner, the right to transfer and release is assigned to us.
3. In the event of an agreement (combination or mixing according to §§ 947 BGB) of our goods with the purchaser’s own goods, the latter waives his own acquisition of ownership in our favor. If the customer nevertheless obtains joint or sole ownership, the immediate transfer of this ownership right to us is agreed and the buyer takes the new item into custody for us. If a third party acquires joint or sole ownership of his goods through association with his goods, the same applies and the customer’s claim to transfer and release is assigned to us. Co-ownership shares are determined in accordance with Section 947 of the German Civil Code (BGB), and in case of doubt, based on the invoice prices/delivery prices of the components.
4. If we lose ownership rights to our goods through processing or combination, Section 951 of the German Civil Code (BGB) applies. If the purchaser should lose ownership rights with regard to goods that were created through processing or combining our goods, his claims in accordance with Section 951 of the German Civil Code (BGB) are assigned to us.
5. The purchaser is entitled to return the reserved goods in accordance with S.d. Numbers 1-3. within the scope of regular business operations, provided that he has also agreed an identical retention of title with the purchaser. He is not entitled to make other dispositions, in particular pledging and assignment as security. If reserved goods are sold that are our sole property, all claims against the purchaser to which the purchaser is entitled are deemed to have been assigned to us in full, which the purchaser must inform the purchaser immediately. This also applies if we have co-ownership of the reserved goods alongside the purchaser. If we have co-ownership with a third party, the stated claims are assigned to us in the amount of the first part to be determined in accordance with Section 3 Paragraph 2. As long as the customer properly fulfills our payment claims, he may collect the assigned claims on our behalf in trust, but he must immediately assign the proceeds to us in the amount of his payment obligation. Upon our revocation, which is possible at any time, or in the event of a deterioration in the purchaser’s assets in accordance with Section 610 of the German Civil Code (BGB), the right to collect ends, and any proceeds generated must be paid to us in full. We are entitled to disclose the assignment to third parties at any time.
6. Upon request, the purchaser is obliged to provide us with all information and documents that appear necessary to assert our rights, particularly against third parties. Any influence of third parties on the reserved goods or on the assigned claims must be reported to us immediately and without being asked.
7. If we take back reserved goods or disclose the assignment of unpaid claims, we can sell the goods and claims privately or have the goods auctioned. The proceeds actually achieved will be offset against the agreed delivery prices as well as any further claims (damages, lost profits). We are entitled to any additional proceeds.
8. If the value of our securities, based on their reasonably expected, carefully estimated proceeds, is more than 20% above our total claims, we will release securities of our choice at the purchaser’s request.

§ 8 Property rights

1. If our design proposals, drawings and drafts as well as molds and tools are not already protected under the Copyright Act, protection equivalent to copyright law will be agreed upon when contract negotiations begin, or at the latest when the contract is concluded. The purchaser assumes the burden of proof for any lack of protection requirements.
2. If we have to deliver items based on drawings, models or samples given to us by the customer, the customer guarantees us that the production and delivery of the items will not infringe third-party intellectual property rights.
3. If a third party prohibits us from producing and delivering items that are made according to the purchaser’s drawings, models or samples, citing a property right belonging to them, we are – without being obliged to check the legal situation – excluded from all claims for damages the purchaser is entitled to stop production and delivery and to demand reimbursement of the costs incurred. This does not affect the customer’s obligation to pay for goods that have already been manufactured.
4. Upon request, the purchaser must provide security for all direct or indirect damages resulting from any claims made. As soon as we incur expenses (direct or indirect damages) due to a possible claim, the purchaser must reimburse them immediately, regardless of whether the claim was justified or not.
5. Samples and drawings submitted will only be returned upon request. If an order does not come about, we are authorized to destroy samples and drawings three months after submitting the offer.

§ 9 Miscellaneous

1. The place of fulfillment for the liabilities of both parties from all relationships is Brensbach im Odenwald.
2. For decisions on disputes that may arise from the relationships between the parties, the jurisdiction of the Frankfurt District Court or the Frankfurt Regional Court is agreed – depending on the amount in dispute – if the purchaser is a registered merchant. S.d. Commercial Law, a legal entity under public law or a special fund under public law. If the customer does not have a general place of jurisdiction in Germany, the court at the general place of jurisdiction of Ritter-Pen GmbH is responsible.