General Terms and Conditions

Hamburg, FANTEC GmbH

§1 Scope of Application

These General Terms and Conditions of Delivery apply to all contracts for deliveries or services to entrepreneurs within the meaning of § 301 Para. 1 BGB (German Civil Code). We expressly object to any deviating terms and conditions of the Buyer, in particular terms and conditions of purchase, unless we have expressly agreed to their application.

§2 Advice

Advice to the customer, in particular for the use of the goods, is given without guarantee. Information in brochures, catalogs or general technical documents shall only be binding if reference is made to them in writing. If the goods are used in a manner other than that intended by the manufacturer or if they are installed in other machines and systems in deviation from the manufacturer's specifications, we shall not be liable for any damage to the goods or for any further damage. Any deviating agreements require the express written consent of our management.

§3 Offers

3.1 Our offers are non-binding with regard to price, quantity, delivery period and delivery possibility, unless they contain an express acceptance period. We reserve the right to make product changes in the event of adaptation to technical progress.

3.2 An order shall only become binding for us if we confirm it in text form.

§4 Prices and payment

4.1 Prices are net ex works or ex warehouse excluding packaging plus the applicable statutory value added tax.

4.2 Invoice amounts shall be paid immediately upon receipt of the invoice without any deduction, unless expressly agreed otherwise in writing. In the latter case, the receipt of payment by us shall be decisive for the timeliness of payment. Payments shall only be deemed to have been made when the amount is finally available in our account.

4.3 If there are reasonable doubts about the solvency or creditworthiness of the customer and if the customer, despite a corresponding request, is not prepared to pay in advance or to provide suitable security for the performance incumbent upon him, we shall be entitled to withdraw from the contract insofar as we ourselves have not yet performed.

4.4 We shall accept bills of exchange only on the basis of a separate written agreement and only on account of payment. Bank, discount and collection charges shall be borne by the customer. We shall not be liable for timely presentation of the document.

4.5 The customer may only offset undisputed or legally established claims. A right of retention may only be exercised if it is based on the underlying delivery contract.

§5 Delivery and deadlines

5.1 We shall endeavor to deliver as quickly as possible. Fixed delivery periods shall only apply if expressly agreed by us. If we are in default, the customer shall grant us a reasonable grace period. The date of delivery shall be the date on which the goods leave the factory or warehouse and, if this date cannot be determined, the date on which they are made available to the Buyer.

5.2 The binding nature of deadlines and delivery dates shall be conditional upon the customer providing all necessary information and, where applicable, any necessary documents in good time. A delivery may be withheld by us if the customer is in default with essential contractual and in particular payment obligations.

5. 3. If we are unable to deliver due to force majeure of any kind, unforeseeable operational, traffic or shipping disruptions, war, acts of terrorism, fire damage, floods, unforeseeable shortages of labor, energy, raw materials or auxiliary materials, strikes, lockouts, official decrees or other obstacles for which we are not responsible and which affect the production, shipment, acceptance or delivery of the goods, we shall be entitled to cancel the contract, the production, dispatch, acceptance or consumption, delay, prevent or render unreasonable, the customer shall be entitled to withdraw from the contract by written declaration if he has no interest in the delivery due to the delay in delivery, unless he has already received the goods.

5.4 In the event of partial or complete loss of sources of supply, we shall not be obliged to obtain supplies from external suppliers. In this case we shall be entitled to distribute the available quantities of goods taking into account our own requirements.

5.5 If the aforementioned circumstances make it impossible or unreasonable for us to deliver or perform, this shall release us from our delivery obligation. This shall also apply if the aforementioned events have such a significant effect on our operations or the content of our performance that we are prevented from performing the contract.

5.6 The customer shall not be entitled to assert claims for damages in the aforementioned cases, whether due to withdrawal or delay. This shall not apply if we are guilty of intent or gross negligence.

5.7 We shall be entitled to make partial deliveries. This shall not apply if the customer has no interest in partial deliveries and the agreed time of performance has been exceeded; complaints about partial deliveries shall not entitle the customer to reject the remaining delivery.

§ 6 Shipment, Transfer of Risk

6.1 Delivery shall be ex works or ex warehouse; shipping and packaging costs shall be borne by the Buyer. We shall not be obliged to take back the packaging.

6.2 Even in the case of carriage paid delivery, the risk shall pass to the customer when the goods are handed over to the forwarding agent or carrier and, in the case of collection, when the goods are made available to the customer. We are not obliged to insure the goods against the risks of transport.

§7 Retention of title

7.1 Ownership of the goods delivered by us shall only pass to the customer upon full payment of all our claims arising from all concluded purchase contracts. The reservation of title shall also remain in force if individual claims against the customer are included in a current account and the balance is struck and acknowledged. The customer is entitled to resell the goods subject to retention of title in the normal course of business, but is not permitted to pledge them or assign them as security. The customer shall be obliged to secure our rights in the event of resale of the reserved goods on credit.

7.2 The customer shall assign to us the claims arising from the resale of the goods subject to retention of title already upon conclusion of the contract on the resale; we accept this assignment. Any processing or treatment of the reserved goods shall be carried out by the customer on our behalf without any obligations arising for us. In the event of processing, combining, mixing or blending of the reserved goods with other goods not belonging to us, we shall be entitled to the resulting ownership share of the new item in the ratio of the value of the reserved goods to the other goods. If the customer acquires sole ownership of the new item, we agree that the customer shall grant us co-ownership of the new item in proportion to the value of the processed or combined, mixed or blended goods subject to retention of title and shall keep this item for us free of charge. The customer undertakes to make extraordinary dispositions of the property (e.g. pledging, transfer of ownership by way of security) only with our prior consent.

7.3 If the goods subject to retention of title are resold together with other goods, the advance assignment agreed above shall apply only to the amount of the value of the goods subject to retention of title which are sold together with other goods. Until revoked at any time, the customer shall be entitled to include claims from resale of the reserved goods. He shall not be entitled to dispose of such claims by assignment to third parties to the extent that our rights are affected thereby.

7.4 At our request, the customer shall provide the information on the assigned claims required for collection and inform the debtors of their assignment. The customer shall inform us without delay of any compulsory execution measures by third parties against the goods subject to retention of title or against the claims assigned in advance, handing over the documents necessary for an intervention. We undertake to release the securities to which we are entitled in accordance with the above provisions at our discretion at the customer's request to the extent that the value exceeds the claims to be secured by 20%.

§8 Warranty

8.1 We warrant that the goods are free of defects at the time of handover which nullify or reduce the intended use value.

8.2 Claims for defects shall not exist in the case of only insignificant deviation from the agreed quality or insignificant impairment of usability, in the case of natural wear and tear or in the case of damage caused after the transfer of risk by faulty or negligent handling, use of unsuitable operating materials, overvoltage, lightning and similar external influences, as well as by improperly performed modifications or repair work and improperly performed maintenance and non-compliance with the operating instructions. The same shall apply to defects on the basis of which the goods have already been sold at a reduced price.

8.3 The customer is obliged to inspect the goods received in accordance with §377 of the German Commercial Code (HGB) and to notify us of any defects in text form without delay. If this is not done, the goods shall be deemed approved and free of defects.

8.4 In the event of justified complaints, we shall provide subsequent performance at our discretion either by rectifying the defect or by making a replacement delivery. If the rectification of defects fails at least twice, the customer may reduce the purchase price or, at his option, withdraw from the contract.

8.5 The warranty shall not apply if the customer reworks the goods on his own authority or has them reworked by third parties without our consent and the rectification of defects is thereby rendered impossible or unreasonably difficult. In any case, the customer shall bear the additional costs of remedying the defect resulting from the processing.

8.6 The customer shall only have a right of recourse against us pursuant to Section 478 of the German Civil Code (BGB) to the extent that the customer has not entered into an agreement with its customer that goes beyond the statutory claims for defects. 7.6 Claims for damages due to a material defect shall be excluded in accordance with §.

§9 Defects of title

If the use of the delivered item leads to the infringement of industrial property rights or copyrights in Germany, the Supplier shall be obliged to provide the Purchaser with the possibility or the right of further use as a matter of principle. If this is not possible under economically reasonable conditions, both the Purchaser and the Supplier shall be entitled to withdraw from the contract.

§10 Liability

10.1 Claims for damages and reimbursement of expenses, irrespective of the legal grounds, in particular due to breach of duties arising from the contractual obligation and from tort, shall be excluded. This shall also apply to claims arising from culpa in contrahendo and warranty.

10.2 This shall not apply if we are guilty of intent or gross negligence, due to injury to life, body or health or due to fraudulent concealment of a defect or the breach of essential contractual obligations as well as for claims under the Product Liability Act. However, damages for breach of material contractual obligations shall be limited to the foreseeable damage typical for the contract, unless caused by intent or gross negligence or based on liability for injury of life, body or health. Material contractual obligations are obligations the fulfillment of which is a prerequisite for the proper performance of the contract and compliance with which the contractual partner may regularly rely on.

10.3 Our products may not be used in the medical field or in aviation without our prior written consent.

10.4 These exclusions and limitations of liability shall also apply in favor of our employees, staff, representatives and other vicarious agents.

§11 Statute of Limitations

Claims for material defects shall become statute-barred after 12 months from the date of transfer of risk, all other claims after 2 years. This shall not apply in the case of injury to life, body or health, intentional or grossly negligent breach of duty and fraudulent concealment of a defect. § 479 BGB remains unaffected.

§12 Order processing

The data received during the processing of orders shall be recorded and processed in data storage systems in compliance with the Federal Data Protection Act.

§13 Place of performance, choice of law and place of jurisdiction

13.1 The place of performance for our deliveries and services, including carriage paid, shall be Hamburg. This shall also apply to obligations of the customer including payment.

13.2 The place of jurisdiction for all disputes shall be Hamburg if the customer is a registered merchant, a legal entity under public law or a special fund under public law.

13.3 The laws of the Federal Republic of Germany shall apply exclusively, with the exception of the UN Convention on Contracts for the International Sale of Goods (CISG), the application of which is excluded.

FANTEC GmbH