terms and conditions

Terms of Delivery

I. Quote
All documents belonging to this offer, such as illustrations, drawings, weights and dimensions, are only approximate,
unless otherwise expressly designated as binding. The Supplier shall retain ownership and copyright entitlement to cost
estimates, drawings and other documents; they may not be made available to Third Parties.

II. Scope of Delivery
Written acknowledgement of the order by the Supplier shall govern the scope of delivery. Any additional agreements and
amendments require written confirmation by the Supplier.

III. Prices and Payment
Prices are subject to change and, unless otherwise agreed, are ex works including packaging. VAT at the statutory rate is
not included in the prices. Prices are quoted in EUR. Unless otherwise agreed, payment shall be made without any
deductions as follows: 2% cash discount shall be granted for payments made within 10 days of the invoice date, or in full
within 30 days from the date of invoice. Invoices of less than EUR 50,-- as well as repairs and paid labor, shall be payable
immediately upon receipt of the invoice. For orders with a net value below EUR 15,-- a processing fee of EUR 10,-- will be
added. The withholding of payments or offsetting on account of any Customer's counterclaims, the rightfulness of which
is contested by the Supplier, shall not be accepted.

IV. Delivery Date
The delivery date is non-binding and begins with the sending of the order confirmation, however not before the Customer
has submitted the necessary documents, permits, approvals, or before receipt of the agreed deposit. The delivery date is
considered as met if the delivery goods has left the factory prior to expiry of the deadline or if notification of readiness for
dispatch has been sent. The delivery date shall be extended appropriately in the event of labor disputes, especially strikes
and lockouts, or unforeseen obstacles beyond the control of the Supplier, insofar as it can be proven that such obstacles
hinder the production or dispatch of the delivery contents. This shall also apply if any subcontractors are affected by such
circumstances. The Supplier shall also not be held responsible for such above-mentioned circumstances if they occur
during an already-existing delay. In important cases, the Supplier shall inform the Customer of the start and end of such
obstacles as soon as possible. Compliance with the delivery date is conditional upon the Customer's fulfillment of
contractual obligations.

V. Transfer and Acceptance of Risk
At the latest, the risk is transferred to the Customer upon dispatch of the goods, even in the event of partial deliveries, or if
the Supplier has assumed other services, such as taking over shipping costs or delivery. At the request and expense of the
Customer, the Supplier shall arrange insurance of the shipment against theft, breakage, damage due to transport, fire or
water, and further insurable risks. If shipment is delayed due to circumstances for which the Customer is responsible, the
risk shall be transferred to the Customer from the day of readiness for shipment; however, the Supplier is obliged to
provide the Customer with the insurance demanded at the request and expense of the Customer if this is demanded. The
Customer is required to accept delivered objects, even if they have minor defects, without prejudice to his rights under
Clause VII. Partial deliveries are permissible.

VI. Reservation of Ownership
The Supplier reserves the right to ownership of the delivery goods until receipt of all payments stipulated in the delivery
agreement. The Supplier is entitled to insure the delivery goods at the Customer's expense against theft, breakage,
damage due to fire, water and other hazards, insofar as the Customer himself can prove that he has taken out appropriate
insurance cover. The Customer may neither pledge the delivery goods nor assign them by way of security. In the event of
seizure, confiscation or other dispositions by third parties, he shall notify the Supplier immediately. In the event of breach
of contract, in particular default in payment, the Supplier is entitled to reclaim goods upon notice and the Customer shall
be obliged to return the said goods. Reservation of ownership and seizure of the delivery goods by the Supplier shall not
constitute a withdrawal from the contract.

VII. Liability for Defects in the Delivery
The Supplier shall be liable as follows for any defects in the delivery, including the absence of expressly assured
properties, with the exclusion of further claims notwithstanding Clause IX:
Complaints shall only be considered if they are submitted in writing within 10 days after receipt of the goods. For defects
arising after delivery of the goods - for which the Customer is obliged to provide proof – the Supplier shall only bear
liability if claims related to such defects are asserted at the latest within 6 months after delivery. No liability can be
accepted for any defects which are reported or arise after this period. For all warranty claims, the relevant parts are to be
returned upon request. No liability can be accepted for any damages due to wear. For all valid claims within the scope of
the warranty, the defective parts shall be repaired free of charge or – at the Supplier's discretion – replacement parts shall
be delivered. The Supplier's liability for essential third-party products shall be limited to the liability entitlement which
he can claim under the terms of his agreement with the external product supplier. A warranty period of three months is
given for replacement parts and repairs, but no less than the original warranty period offered for the delivery goods. All
liability shall cease for consequences of any modifications or repairs carried out improperly or without prior approval by
the Supplier by the Customer or a Third Party. No liability shall be assumed for further claims made by the Customer, in
particular claims for damages that have not occurred to the delivery goods itself.

VIII. Liability for Ancillary Obligations
If, through the fault of the Supplier, the delivered goods cannot be used as agreed upon by the Customer as a result of
negligent or incorrect execution of proposals, consulting and other ancillary contractual obligations that took place prior
to conclusion of the contract - in particular instructions for operation and maintenance of the delivery goods - the
provisions of Clauses VII and IX shall apply accordingly under exclusion of any other claims on the part of the Customer.

IX. Right of the Customer to Revocation and other Liabilities of the Supplier
In the event of a delivery delay according to Clause IV of the terms of delivery and, if the Customer grants a reasonable
extension to the defaulting Supplier with the explicit declaration that he will refuse acceptance of the performance after
the deadline, and the deadline is not met, then the Customer shall be entitled to withdraw from the Contract. The
Customer further has the right of withdrawal if the Supplier allows the reasonable extension to repair or replace defective
goods to pass through his own fault without performance. The right of withdrawal of the Customer shall also apply in
other cases of failure of rework or replacement delivery by the Supplier. All further claims by the Customer, in particular
rescission, termination or reduction in price as well as compensation for damage of any kind, including such damage as
has been caused to goods other than the delivery goods itself, shall be excluded.

X. Jurisdiction
For all disputes arising from this Contract, if the Customer is a businessman, a legal person under public law or a separate
asset under public law, claims are to be filed with the court of competent jurisdiction for the Supplier's headquarters or
the executive branch of the Supplier responsible for the delivery. The Supplier shall also be entitled to sue at the
Customer's headquarters.

Terms and Conditions of Purchase

1. Order and Confirmation
The following Terms and Conditions shall apply for all orders. Any Terms and Conditions of the supplier conflicting with our Terms and Conditions shall
only apply if they have been expressly confirmed by us. Orders may be revoked by us if the supplier has not confirmed in writing within 1 week. Only
written orders are valid. Orders upwards of EUR 500 made verbally or by telephone require our written confirmation.

2. Prices
Unless otherwise agreed, all prices include free delivery, including packaging and shipping expenses.

3. Delivery
The agreed delivery dates are binding. If the agreed delivery time is not complied with for a reason for which the supplier shall be answerable, we are
entitled - without prejudice to our legal claims - to cancel the order or to demand compensation for late delivery or non-performance of the contract. All
costs incurred by delayed delivery (express delivery, etc.) shall be borne by the supplier. The supplier shall be obliged to inform us immediately about
any delay in delivery or performance and await our decision.

4. Shipping
Shipping shall be at the expense and risk of the supplier. Costs for transport insurance shall only be accepted if arranged with us in writing prior to
delivery. Each shipment shall be accompanied by a delivery note.

5. Payments
Unless otherwise agreed, all payments shall be due within 14 days minus a 3% cash discount, or within 30 days net. The payment term shall commence
upon completion of the full delivery or service and upon receipt of the properly issued invoice. The cash discount may also be deducted if we offset or
retain a reasonable amount due to defects. The payment term shall begin upon complete rectification of any defects. Payments effected do not imply
acknowledgement of deliveries or services as stipulated in the contract.

6. Production Documents and Aids
All production documents supplied to the supplier shall remain our property. They are to be kept confidential, may not be given to third parties without
our express permission, and shall be returned to us, without request, upon completion of their purpose. Any parts produced according to our
specifications, drawings or other documents may not be offered or supplied to third parties.

7. Provision of Materials
All materials provided by us shall remain our property and be stored separately, labeled as such and administered free of charge. The use thereof shall
only be permitted in conjunction with orders placed by us. In case of loss or damage, the supplier shall provide adequate compensation.

8. Change Control
All orders placed are based on current drawings, contracts and agreements. Without prior written notification and, where appropriate, approval by us, the
supplier shall make no changes to the product, process, material, structure, packaging, labeling, environmental conditions, quality assurance processes,
plant locations or subcontractor agreements, which could affect in any way the quality of the finished article or service.

9. Property Rights
The supplier shall indemnify us against all claims made on account of the infringement of industrial property rights.

10. Warranty
For a period of twelve months after final commissioning or use of the delivered goods, the supplier shall guarantee that the goods have the assured
properties and have no defects affecting their use or operation. If raw material is delivered, the supplier shall assume a proportion of the production costs
(at least 50%) related to any identifiable claims or complaints arising during or after the processing thereof.

11. Assignment of Claims
Claims may only be assigned upon our written consent.

12. Final Provisions
If individual provisions of these Terms and Conditions or of the delivery transaction, are invalid, the validity of the remaining provisions shall remain
unaffected. The contracting parties are obliged to agree on a new provision that comes as close as possible to the invalid provision.
Place of fulfillment for delivery and payment as well as place of jurisdiction is Esslingen / Neckar. German law applies.