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General terms and conditions

1. scope

The following General Terms and Conditions of MB Rövenich GmbH are only intended for use with entrepreneurs. They do not apply to consumers.

Our GTC apply exclusively. We do not recognize any conflicting or deviating terms and conditions of the customer, unless we have agreed to their validity in writing.

We shall not be bound by the Purchaser's terms and conditions of purchase, even if we do not expressly object to them. Our General Terms and Conditions shall be deemed accepted at the latest upon acceptance of our goods.

Subsidiary agreements, amendments and deviations from these GTC must be agreed in writing. This also applies to the change of the written form requirement.

2. offers

Unless otherwise agreed, offers shall be made free of charge.

The documents belonging to the respective offer, such as illustrations, drawings, weights and dimensions are only approximate unless they are expressly designated as binding. We reserve the right of ownership to offers, drawings and other documents and already assert the copyright. The aforementioned documents may not be made accessible to third parties and must be returned immediately upon request. The aforementioned documents may only be reproduced by the customer with our express written consent. Even after delivery has been made, the purchaser shall be under an unconditional obligation to maintain secrecy with respect to any third party with regard to details of the design.

3. scope of delivery

Our written order confirmation shall be decisive for the scope of delivery.

4. prices

The agreed prices are ex works plus the statutory value added tax applicable on the day of delivery. Costs for packaging, freight and assembly shall be charged separately.

The weights, numbers of items and quantities determined by us shall be decisive for the calculation of the prices if the customer does not object immediately, at the latest, however, within 14 days after receipt.

Prices shall be agreed on the basis of the cost factors applicable at the time of conclusion of the contract, in particular raw material prices and wages. We shall be bound by the prices bindingly set forth in the order confirmation for 6 months from the date thereof. If the order is executed at a later date, we shall be entitled to charge an appropriate additional amount for any increases in material and wages occurring after the expiry of the binding period.

5. payment

Unless otherwise agreed, payment shall be made by bank transfer without any deduction free our paying agent within the following payment schedule: 1/3 down payment after receipt of the order confirmation 1/3 after notification of readiness for shipment 1/3 within one month after the invoice date.

In the event of default in payment, the Purchaser shall pay interest on arrears at a rate of 8% p.a. above the base interest rate applicable at the time. Both we and the purchaser shall be at liberty to prove higher or lower damages caused by default. Payment shall become due without any further written notice of default by us being required.

Bills of exchange shall not be accepted, checks shall only be accepted for collection on account of payment, whereby we shall not be liable for timely presentation.

The purchaser is not permitted to offset against our claims or to assert a right of retention unless with an undisputed or legally enforceable claim of the purchaser against us. Claims against us may only be assigned with our written consent.

If a cash discount has been contractually agreed, this may only be claimed if our due claims from previous contractual relationships have been settled.

6. delivery time

The agreed delivery time is in principle only an approximate indication; the delivery period shall commence on the date of the order confirmation, but not before final clarification of all specifications and all other prerequisites for which the Purchaser is responsible.

Deliveries before the scheduled delivery date as well as reasonable partial deliveries are permissible.

Significant, unforeseeable operational disruptions, delivery delays or delivery failures on the part of our suppliers for which we are not responsible, as well as operational disruptions due to a shortage of raw materials, energy or labor, strikes, lockouts, difficulties in procuring means of transport, traffic disruptions, acts of God and cases of force majeure on our part and on the part of our suppliers shall extend the delivery period by the duration of the impediment to performance, insofar as they are of significance for the ability to deliver the goods. We shall inform the customer immediately of the beginning and end of such hindrances. If delivery is delayed by more than 3 months as a result, both contracting parties shall be entitled to withdraw from the contract with regard to the quantity affected by the impediment to delivery, to the exclusion of claims for damages. The statutory right of the purchaser to withdraw from the contract in the event of a delivery disruption due to circumstances for which we are responsible shall remain unaffected.

If we are responsible for the delay, the purchaser may in the event of damage claim compensation of a maximum of 0.5% of the pro rata price of the overdue delivery for each full week of the delay, but in no case more than 5% of the value of the overdue delivery in total, unless otherwise agreed at the time the contract was concluded. Further claims for damages are excluded.

However, we shall only be obliged to comply with the announced delivery date if the Purchaser, for its part, fully complies with its contractual obligations.

7. decrease

If the Purchaser requests acceptance, the terms and conditions thereof shall be agreed in writing at the latest upon conclusion of the contract. Unless otherwise agreed, the Purchaser shall bear the costs of acceptance.

8. packing

The ordered goods shall be packaged in a customary manner at the Purchaser's expense to the extent necessary at our discretion.

One-way packaging will not be taken back. The customer shall ensure proper disposal or return to the cycle in accordance with the packaging regulations.

9 Shipping and transfer of risk

Goods notified as ready for dispatch must be taken over immediately, otherwise we shall be entitled to dispatch the goods at our own discretion or to store them at the customary shipping costs and at the risk of the customer. We shall also be entitled to store the goods at the expense and risk of the customer if the shipment accepted by us cannot be carried out through no fault of our own.

Unless the customer gives special instructions, the choice of means of transport and the transport route shall be made at our discretion.

The risk, including the risk of accidental loss of the ordered parts, shall pass to the customer when the goods are handed over to the railroad, the forwarding agent or the carrier, at the latest when the goods leave our works, even if partial deliveries are made or we have assumed other services, such as shipping costs, delivery and assembly.

If the customer so desires and notifies us in writing at least one week before delivery, we shall insure the shipment at the customer's expense against risks other than those already covered by the usual transport insurance.

If the shipment of the ordered parts is delayed as a result of circumstances for which we are not responsible, the risk shall pass to the customer on the date of notification of readiness for shipment. However, we shall be obliged, at the written request of the customer, to take out the insurance requested by the customer against prior reimbursement of the costs incurred.

10. retention of title

We retain title to the delivered goods until the purchase price has been paid in full. The delivered goods shall remain our property until all claims arising from the current business relationship with the customer have been settled. The retention of title shall remain in force even if individual claims of ours have been included in current invoices and the balance has been acknowledged.

The customer shall process or mix the goods on our behalf without this giving rise to any liability on our part. In the event that the goods are processed or mixed with other goods not owned by us, the customer hereby assigns to us co-ownership of the new item as security for our claims in the ratio of the value of the goods subject to retention of title to the other processed goods, with the proviso that the customer shall keep the newly manufactured item for us.

The Customer shall be entitled to dispose of the products in the ordinary course of business as long as it meets its obligations arising from the business relationship with us in due time.

Claims arising from the sale of goods to which we are entitled to ownership rights shall be assigned to us by the orderer here and now by way of security to the extent of the share of ownership in the goods sold. If the purchaser combines or mixes the delivered goods with a main item of a third party against payment, he hereby assigns to us as security his claims for remuneration against the third party up to the amount of the invoice value of the delivered goods. We already accept these assignments with the order confirmation.

At our request, the customer shall provide us with all necessary information on the stock of goods owned or co-owned by us and on the claims assigned to us and shall inform the customers of the assignment.

The customer shall be obliged to keep the goods subject to retention of title in safe custody and to insure them against loss and damage at his own expense. The Purchaser assigns to us in advance the claims arising from the insurance contracts. We accept this assignment.

If the value of the securities exceeds our claims by more than 30 %, we shall release securities of our choice to this extent at the request of the customer.

The purchaser's right to dispose of the products subject to our retention of title and to collect the claim assigned to us shall expire as soon as the purchaser ceases payment and/or suffers a loss of assets. If these preconditions occur, we shall be entitled to demand the immediate provisional surrender of the entire goods subject to our retention of title, excluding the right of retention, without setting a grace period or exercising the right of rescission.

The customer shall notify us in writing without delay of any enforcement measures which also affect the goods subject to retention of title.

11. assembly

If the assembly or machine installation is transferred to us, this shall be carried out on the basis of special agreements.

12. liability for defects of the delivery

We shall be liable for defects in the delivery to the exclusion of further claims as follows:

The customer shall inspect the delivery for defects immediately upon receipt.

Obvious defects must be reported in writing without delay, but no later than 7 days after receipt. Hidden defects must be reported within 7 days of their discovery at the latest. The notification must be made in writing and must precisely describe the type and extent of the defect. In the case of properly raised and justified notices of defect, we shall be entitled to remedy the defect or to make a replacement delivery at our discretion. In the event of rectification of defects, we shall bear all expenses necessary for this purpose, provided that these are not increased by the fact that the delivered items have been taken to a place other than the place of performance. In this context, all those parts shall be repaired or replaced free of charge at our discretion which, within 12 months - correspondingly shorter in the case of multi-shift operation - after commissioning, demonstrably become unusable or significantly impaired in their usability as a result of a circumstance occurring prior to the transfer of risk.

All claims for defects shall become statute-barred 12 months after receipt of the goods by the Purchaser.

However, we shall not be liable for damage caused by unsuitable or improper use, faulty assembly or commissioning by the customer or third parties, natural wear and tear or faulty or negligent handling, in particular excessive stress.

We may refuse to remedy defects as long as the Purchaser has not fulfilled its contractual obligations. The customer must have fulfilled his obligations at least to the value of the defective item.

If we are unable to remedy a defect subject to the warranty obligation or if further attempts to remedy the defect are unreasonable for the Purchaser, the Purchaser may demand rescission or reduction of the purchase price instead of remedy. In addition, § 323 V,2 BGB shall apply.

All further claims for compensation by the customer against us, our employees, representatives and vicarious agents are excluded, in particular a claim for compensation for damage which has not occurred to the delivered goods themselves.

The limitations or exclusions of liability contained in these General Terms and Conditions shall not apply insofar as liability on our part is mandatory in cases of intent, gross negligence, injury to life, limb and health or as a consequence of an assumed guarantee of quality or durability or in accordance with the provisions of the Product Liability Act. However, liability shall be limited to compensation for typical, foreseeable damage. We are therefore only liable in cases of intent and gross negligence. Otherwise, liability is excluded.

In the event of defects in subcontracting, in the absence of expressly warranted characteristics and in the event of damage to the workpiece to be processed for which we are responsible and which occurs within 12 months of its readiness for dispatch, we shall be liable in such a way that we shall remedy the defects at our expense, but not exceeding the value of the order. The customer shall notify us immediately of any defects discovered. However, we shall not be liable if the customer or third parties carry out improper repairs or modifications without our prior consent. Only in urgent cases of danger to operational safety and to prevent disproportionate damage shall the Purchaser have the right to remedy the defect himself or have it remedied by third parties and to demand reimbursement of the necessary, proven costs. In this case, too, the defects found must be reported immediately. The liability for such damages is limited to a maximum of 75% of the order value.

13. property rights of third parties

In the case of orders concerning products whose design and composition features are specified to us by the purchaser, the purchaser shall be liable for ensuring that the design or composition does not infringe the industrial property rights of third parties. The purchaser shall indemnify us against claims of third parties.

14. withdrawal from the contract

If it becomes known to us after conclusion of the contract that the customer is insolvent or falls into financial collapse, we may demand security for the customer's counter-performance or withdraw from the contract, setting off the expenses incurred by us.

In the event of unforeseen events and in the event that it subsequently becomes impossible to execute the order, we shall be entitled to withdraw from the contract in whole or in part if these aforementioned events significantly change the economic significance or the content of the performance or have a significant effect on our business.

The Purchaser shall not be entitled to claim damages on account of a withdrawal on our part. If we wish to exercise our right to withdraw from the contract, we shall notify the customer thereof without undue delay after realizing the consequences of the event, even if an extension of the delivery period was initially agreed with the customer.

15 Place of Performance, Jurisdiction and Miscellaneous

The place of performance for all obligations arising from the business relationship or from the individual contract is Düren.

The exclusive place of jurisdiction for legal disputes of any kind shall be Düren.

Only the law of the Federal Republic of Germany shall apply to the legal relationship between us and the customer, to the exclusion of foreign law.

Thus, the law applicable to the legal relationship of domestic parties at our place of business shall apply.

Should any provision in these GTC be or become void, this shall not affect the validity of the other provisions.

The mutual claims are expressly and conclusively regulated by these GTC. Further claims, in particular for compensation of indirect damages, such as loss of profit, loss of production, etc., for whatever legal reason, cannot be asserted.

(Status October 2010)