General Terms and Conditions

General terms and conditions (VABATEC GmbH)

I. General

1. Deliveries from the company VABATEC GmbH (hereinafter “Seller”) will be made only under the following conditions, which the Buyer (hereinafter “Buyer”) acknowledges with his order.

2. These general conditions are valid for all deliveries from the Seller to the Buyer.
In case that these general sales conditions are already known to the purchaser from previous transactions, no new announcement is necessary for future business.
A deviation from the terms and conditions of the Seller applies in a particular case only if this has been expressly agreed to in writing.

3. In the case that some of the following conditions should be invalid, then the commercial intention and the remainder of these terms and conditions are valid.

II. Order and delivery

1. Offers with respect to price, quantity, delivery time and availability are not binding.

2. Delivery terms shall be specified by the Seller to the best of his knowledge, are non-binding however and subject to correct and timely internal supply. Contracts and agreements insofar as they change these conditions are binding only by written Seller’s confirmation. The failure of the Seller to provide a written refusal shall not constitute consent.

3. When specifying approximate quantities, a quantity tolerance of + / – 10% is acknowledged to the Seller.

4. Partial deliveries by the Seller are permissible if they are reasonable for the Buyer.

5. The Seller’s liabilityfor late deliveryis limitedunless caused by intentor gross negligence or a firm deal underlies foreseeable damage to the typical manner.

6. Significant and unpredictable operational disruptions and exceeded terms of delivery, which were neither caused noravoidable by the Seller, delivery failuresofthe Seller’s suppliers as well as operational interruptionsdue toraw material, energy orlabor shortages, strikes, lockouts, difficulties in transportation procurement, traffic disturbances, acts of governmental authoritiesand othercases of force majeure pertaining to the Sellerandits subcontractors,extend the delivery periodby the duration ofthe hindrance, as far as they are of importance for thedeliverabilityof the goods. At the beginningand end of suchobstacles, the Sellershall notify the Buyerimmediately. Ifin the caseof force majeure the delivery is delayedby morethan 30 days, both theBuyerand the Seller shall be entitledto withdraw from thecontract with regard to quantities affected by thedelayed delivery, but excluding any claims for damages.

III. Price and transport

1. The agreed prices are excluding VAT, with the VAT applicable on the date of delivery.

2. Unless otherwise agreed, prices shall be ex works including packaging.

3. The Seller may select, during shipment of the goods, the means and the route of delivery. He is liable only for intent and gross negligence. With the handing over to the forwarder or carrier, at the latest when they leave the factory or warehouse, the risk passes to the Buyer. This applies even in individual cases if the Seller has taken over the transport costs.

IV. Payment

1. Invoices are payable without any deduction, unless otherwise agreed in writing, immediately after the date of invoice and payable net cash.

2. In default of the Buyer´s payment, the Seller is entitledto charge defaultinterest at the rateof 9% above the base lending rate of the European Central Bank.

3. The Buyer comes without warning in arrears, no later than 30 days after the due date and receipt of the invoice. Discounts and rebates are granted only on the basis of a special agreement.

4. In case there is any doubtabout the creditworthiness of the buyer, the Seller may require collateral or advance payments. These are then, however, agreed separately in writing.

V. Retention of title

1. The ownership of the goods shall not pass to the Buyer until he has fulfilled all the demands of the Seller from the ongoing business relationship with the Buyer.

2. In the event of processing or mixing with others goods which are not delivered by the Seller, the Buyer will automatically transfer to the Seller to back up its claims of ownership of the new item in proportion to the value of the reserved goods to the other processed items with the proviso that the Buyer shall store the new item for the Seller free of charge.

3. In ordinary course of business the Buyer is entitled to dispose of the property of goods owned by the Seller as long asit meets its obligations under the business relationship with the Seller in time. The Buyer resigns all demands from the sales of the goods which owns to the Seller, the Buyer already in proportion to the ownership interest of the Seller in the sold goods as security to the Seller.

4. At the request of the Seller, the Buyer has to give all the necessary information on the inventory of the property owned by the Seller to provide the assigned claims and to inform the Buyer of the assignment.

5. If the securities caused bythe retention of title exceed the secured claims by more than 10%, the Seller is obliged, at the request of the Buyer and at the Seller’s option, to release the securities.

VI. Warranty and Liability

1. All information about the suitability , processing and application of the products , technical consultations and other information are provided to the best knowledge of the Seller, but without obligation, and exempt the Buyer from carrying out own investigations and tests. This does not apply if the Seller is guilty of intent or gross negligence.

2. The Buyer has to make a careful reception control of the delivered goods to their accuracy and suitability for the intended use, otherwise any liability is cancelled.

3. Buyer’s claims for defects in the goods shall expire within one year of delivery. Excluded from this shortening is the liability for damages resulting from
culpable injury to life, body or health and in cases of intent or gross negligence. In an easynegligence action the liability is limited to the damages based on breach of an essential contractual obligation, also excluded from the reduction. The Seller’s liability from claims in tort or under the product liability act remains unaffected.

4. The Buyer can demand either fulfillment, cancellation of the contract or reduction. Further claims by the Buyer, regardless of the legal grounds, are excluded. The Seller is not liable for damages that are not caused to the item itself and not for other financial damages of the Buyer. Above exclusion of liability shall not apply to personal injury to other damages, and does not apply if the damage is caused by intent or gross negligence. The exclusion of liability is not further valid for claims from the product liability law as well as for the damages which have originated from the absence of a guaranteed state. The liability of the Seller from offence broads to claims or after the product liability law remains untouched.

5. A return of the rejected goods is permitted only with the consent of the Seller. Freight costs shall be submitted by the Buyer. A refund will only take place in case of a legitimate complaint.

VII. Applicable law and jurisdiction

1. The basis of these Terms and Conditions of VABATEC GmbH and their outstanding contracts is the law of the Federal Republic of Germany, to the exclusion of the UN Sales Convention.

2. If any provision of these conditions is in whole or in part invalid, the validity of the remaining provisions shall remain unaffected.

3. Place of performance fordelivery is the place of dispatch.

4. Place of performance for payment is the registered office of VABATEC GmbH.

5. The exclusive place of jurisdiction for all disputes arising from or in connection with the contract shall be the competent court at the seat of the Seller. However, the Seller is entitled to sue the Buyer in any other jurisdiction.

Place of business: 80796 Munich

Register court: District Court Munich, HRB 209698

(As of November 2017)