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General Terms and Conditions of Sale, Delivery and Payment of Ringler Apparatebau GmbH

I. Foundations of contract
1. The present General Terms of Sale, Delivery and Payment (hereinafter GTC) apply to the business transactions of Ringler Apparatebau GmbH with companies and legal entities of public law (orderers) as part of all of our offers and as a basis of all sales, deliveries and services including consulting and information. These terms apply to supplemental or follow-up orders as well.

2. Our offers are subject to change. All agreements only become binding upon our written confirmation. This also applies to verbal side agreements and potential commitments by our sales staff, assemblers and service technicians. Insofar as the orderer has not objected to our order confirmation in writing, its content will apply as the binding contents of contract in all aspects.

3. By acceptance of our offer, the orderer expressly consents to the applicability of our GTC and waives invocation of own deviating terms and conditions or terms of purchase and payment. Other terms and conditions or similar do not apply, even if we do not expressly object to them in individual cases. If the orderer does not agree with this provision, it must inform us thereof immediately in writing.

4. We reserve exclusive ownership and copyright for all documentation belonging to the offer (e.g. figures, drawings, descriptions).

5. Information contained in prospectuses, catalogues, newsletters, advertisements, price lists or documentation belonging to the offer, drawings, figures, technical data, and specifications of weight, measurements and services are non-binding, unless binding agreements have been made in the individual case or particular features have been assured.

II. Prices
1. Prices are understood – unless it has been expressly agreed otherwise – ex works or warehouse (EXW – Incoterms 2010) in addition to packaging costs as well as the legal sales tax applicable at the time of delivery.

2. At the request of the orderer, and if expressly agreed we initiate the shipment of the goods against invoicing of the expenses incurred thereby.

III. Payment modalities, consequences of default
1. Payments are to be made within 14 days after the invoice date with 2% discount or within 30 days without deductions. The permission for the discount deduction presupposes the punctual fulfilment of all obligations of the orderer, also those from other contracts with us.

2. In case of exceeding the payment target date and irrespective of additional default claims, interest will be incurred in the corresponding amount of the respective bank rates for short-term loans, however at least in an amount of 3% above the respective discount rate of the Bundesbank.

3. Our receivable claims will become due immediately, if the payment conditions have not been adhered to or if facts become known which are suited for a downgrading of the orderer's credit rating. Irrespective of more extensive rights, we may complete the still pending delivery only against advance payment and may – without withdrawal – prohibit the resale and further use of goods that are subject to the retention of title, revoke the direct debit authorisation and also demand the surrender of the goods at the orderer's expense.
Goods accepted as returns may be disposed by us in open sale and we may credit the remaining proceeds to the orderer after deduction of all expenses.


IV. Retention of title

1. All goods delivered by us will remain our property until fulfilment of all claims including the settlement of all accounts carried forward which are in our entitlement against the orderer – regardless of the reason (goods subject to the retention of title).

2. Processing and machining of goods that are subject to the retention of title will be made by us as the manufacturer.
Processed goods are deemed goods that are subject to the retention of title.
In processing, combining or mixing of goods that are subject to the retention of title with other goods, a co-ownership of the new object or inventory is in our entitlement in the proportion of the invoice value of the goods that are subject to the retention of title in relation to the invoice value of the other goods.
If our ownership expires by combination or mixing, the orderer shall transfer the property rights to the new object or inventory, which will be in its entitlement, already at the present time in the amount of the invoice value of the goods that are subject to the retention of title, which it will store free of charge for us.

3. The orderer may only sell the goods that are subject to the retention of title in normal business transactions.

4. The resale of goods that are subject to the retention of title is equivalent of the installation on real property or in plants conjoined with buildings or the use for fulfilment of other works or works supply contracts.

5. The claims of the orderer from the resale of goods that are subject to the retention of title – also open account receivables – shall be assigned to us already at the present time. We accept the assignation already at the present time. If goods that are subject to the retention of title together with other goods or in connection with works services are sold, the afore assignation will only apply in the amount of the invoice value specified in our invoice. In a resale of goods to which we hold a co-ownership, the assignation will only apply in the amount of our co-ownership.

6. We irrevocably authorise the orderer to collect the claims assigned to us in its own name. At our request, it must immediately inform its customers – unless we will do so directly – of the assignation and must provide us with information and documentation required for collection.

7. Insofar as the orderer will be entitled to claims against insurers or other third parties for reasons of damage, deterioration, loss or disappearance of goods that are subject to the retention of title, it shall assign these to us already at the present time in advance and inclusive of all secondary rights. We accept the assignation already at the present time.

8. Rights from the retention of title and all herein defined special forms thereof will also be deemed contingent obligations until our complete release. At request, we will declare the release of rights and claims assigned to us, insofar as the obligations have been repaid to us or their value exceeds the amount of the collateralised claim by more than 50%.

9. If the retention of title or its herein determined special forms are invalid according to the laws of the region where the goods that are subject to the retention of title are located, the collateral agreed within that region will be deemed agreed, including any possibly required cooperation obligation on the part of the orderer.

V. Delivery times, partial deliveries
1. Delivery periods are non-binding, unless we have explicitly defined them as binding.

2. Periods and scheduled dates shall be prolonged by the period in which the orderer does not fulfil its obligations – also those from other contracts – in addition of an appropriate lead time and irrespective of our other rights. This shall also apply to the advance payments to be rendered by the orderer.

3. We shall be entitled to partial deliveries.

4. The orderer may declare withdrawal in the case of our delay after the expiration of an appropriately set grace period of at least 10 workdays under exclusion of further claims and only in regards to delivery parts not notified as being ready for shipping by that time.

VI. Shipping and transfer of risk
1. Our deliveries and the associated transfer of risk are generally made ex works [EXW - Incoterms 2010].

2. We will only contract a freight forwarder or shipper of our choice in case there is a separate agreement between us and the orderer. In this case the risk of accidental loss or accidental deterioration of the goods will transfer to the orderer at the time of the transfer of the goods to the freight forwarder or shipper, at the latest however upon the goods leaving our works or warehouse.
The afore provision shall also apply to agreed delivery with freight paid or shipping with our means of transport. The unloading – also in case of delivery with freight paid – will be the orderer's responsibility, who shall ensure proper acceptance during normal business hours on the notified delivery day; otherwise the unloading, stacking, storing or return transport will be made at our discretion at the orderer's expense and risk. Waiting times will be at its expense.
For the shipping of the goods with our transport means, a transport insurance policy free of costs will be in effect for the orderer to its benefit. Cover in excess thereof will only be concluded upon express request by the orderer and to its expense.

3. Packaging and packaging modalities will be determined by us.

4. Goods notified as ready for shipping or collection and goods, which have not been collected, may at our discretion be stored and invoiced as delivered by us at the orderer's expense and risk. Waiting times will be at its expense.

VII. Guarantee
We assume guarantee for any defects including the lack of assured properties as follows:
1. The guarantee period will be 12 months from the transfer of risk. This shall not apply to claims of the orderer in the meaning of VIII.1. and VIII.2.

2. Complaints about defects shall be made without delay in writing, otherwise any rights of the orderer possibly resulting thereof will expire.

3. We assume liability for parts with defects in material or processing in the form of free reworking, replacement delivery or reduction at our discretion. Replaced parts will become our property.

4. If we do not fulfil our guarantee obligation, the orderer will be entitled to the remaining legal claims after two written warnings.

5. Excluded from the guarantee are:
- Durability defects of the ceiling paint, which was not applied by us, on the primer coat and the consequences thereof.
- Defects and their consequences that have been caused due to natural wear and tear, deficient installation and assembly works and defective start-up, faulty or careless handling, inappropriate use, use of unsuitable equipment, unusual chemical or electro-chemical influences as well as disregard of our technical documentation and information sheets from the German Federal Industry Association for home, energy and environmental technology inc. soc. (Bundesindustrieverband Deutschland Haus-, Energie- und Umwelttechnik e.V.) and its expert groups.
- Defects and their consequences that have been caused by the orderer or a third party due to modification or maintenance works without our prior consent.
- Sealing materials not delivered by us and the tightness of connections not manufactured by us as well as defects resulting thereof.

6. The orderer shall grant us the required time and opportunity for review and implementation of the guarantee.

7. If defective goods continue to be used, our guarantee will be limited exclusively to the original defect.

8. We may refuse the guarantee to the extent and for as long as the orderer has not appropriately fulfilled its obligations. By negotiations about complaints, we shall not waive the objection that the complaint had not been made on time or that it had not been adequate.

9. Employees deployed by us for the inspection of defects on site have no authorisation to acknowledge defects with effectiveness against us. The orderer may not invoke any statements of the kind made by our employees.

VIII. Liability
1. We shall only be liable for damage compensation – regardless of the legal reason – in case of intent or gross negligence. In case of simple negligence we shall only be liable
a) for damages from injury to life, body or health
b) for damages from the violation of a relevant contractual obligation - i.e. an obligation whose fulfilment allows for the proper implementation of the contract in the first place and whose adherence to normally is and may be trusted on by the contractual partner.

2. The exclusion of liability in VIII.1 shall not apply in cases in which claims pursuant to the product liability laws exist or for which we have assumed a guarantee.

3. The liability limitation in VIII.1 also applies in cases of simple negligent violations of obligations by our legal representatives or assistants.

IX. Severability clause
In case individual parts of the GTC should be invalid, it is agreed that the remaining provisions will not be affected thereby. The invalid provision will be replaced by an admissible provision, which is practicable in terms of its contents and which is equivalent of the intended meaning and which comes as close as possible to the pursued purpose.

X. Offsetting, retention, assignation
1. The orderer may only offset against counter-claims that have been found to be legally valid or which are uncontested.

2. The orderer shall only be entitled to retention on the basis of claims originating from the same contractual relationship.

3. The assignation of rights, receivables and claims requires our prior written consent, which may not be unduly withheld. This also applies to the agreements of the orderer with third parties, by which the sale of goods that are subject to the retention of title excludes a transfer of the claim to us.

XI. Place of fulfilment, written form, place of jurisdiction, applicable law

1. Place of fulfilment is Waldstetten (postal code 73550), also in regards to the payment obligation of the orderer.

2. Declarations with legal relevance, such as setting of time limits or withdrawal, require the written form. This also applies to the cancellation of this requirement of the written form.

3. To the legally permissible extent, the exclusive place of jurisdiction is the court competent for our company's place of registration. In addition, we shall also be entitled to file suit against the orderer at its place of business.

4. The laws of the Federal Republic of Germany apply.

XII. International purchase of goods
1. If the orderer's place of business is located outside of Germany, the UN Convention on the International Sale of Goods (CISG) is applicable to the stipulation of the changes and amendments in the following provisions:

2. We deliver ex works (INCOTERMS 2010). Place of delivery is our production site for the delivered goods. The transfer of risk to the orderer will be effected upon notification to the orderer that the goods are ready for collection, at the latest however upon the transfer of the goods to the initial shipper (Articles 66 to 69 CISG).

3. The inspection and complaint obligations of the orderer regarding claims of defects are determined by the stipulations of Articles 38 to 40 CISG; the complaint of defect pursuant to Article 38, para. 1 CISG shall be filed within two weeks at the latest.

4. Our obligations to ensure that the delivered goods are free from the rights or claims of third parties based on industrial or other intellectual property rights (Article 42 CISG) are limited to the territory of Germany. It is the sole responsibility of the orderer to review whether corresponding protection rights or claims of third parties could be affected according to the law in the country where the orderer is domiciled, or if such is the case pursuant to the law of the countries where the goods are resold. The same applies analogously to other rights and claims of third parties pursuant to Article 41 CISG and to the compliance with regulations under public law.

5. The orderer may only withdraw from the contract, if the non-fulfilment of one of our obligations constitutes a significant contract violation, or if we do not deliver, not even after an appropriate grace period set by the orderer, or if we have bindingly declared that we will not deliver, not even after appropriately set grace period (cf. Article 49, para. 1 CISG).

6. We may remove material defects at our sole discretion either by repair or replacement delivery. The orderer shall only be entitled to the withdrawal from the contract or to a reduction of the purchase price, if the repair or replacement delivery fails.