General Terms and Conditions

I. General things

1. The following contractual terms only apply to entrepreneurs in the sense of § 14 BGB (German Civil Code), legal persons under public law, public law funds and authorities. For the current business relationship between Vöhrs GmbH & Co.KG and the contractual partner (hereinafter referred to as “CP”) – including future business relationships – apply exclusively these General Terms and Conditions No. 07/2004. Herewith other purchase conditions or other General Business Conditions of the CP are contradicted. They are not part of the contract. Our silence regarding such conditions does not constitute an acknowledgement.

2. Vöhrs GmbH is entitled to amend its General Sales and Delivery Conditions 07/2004 after appropriate notification with effect for the future business relationship with the customer.

3. If there is a framework agreement between the purchaser and Vöhrs GmbH & Co.KG the presented General Sales and Supply Terms will apply both to the framework agreement and the individual order.

II. Conclusion of the contract

1. The offers of Vöhrs Gmbh & Co.KG are subject to change and non-binding.The documents belonging to the offer such as figures, drawings, weight- and dimension indications are only approximate values, unless they are expressly referred to as binding.

2. Our documents including those existing in an electronic form that the contract partner receives from us remain our property. The reproduction and transfer of these documents is forbidden. They may be made available to third parties only with the prior explicit consent of our managing directors. On demand they have to be handed out immediately. The CP has no right of retention.

3. Orders placed by the CP are binding. If no further written confirmation is made, the delivery or invoice is deemed as order confirmation.

4. If the customer is a merchant, for the contents of orders and agreements the written confirmation of Vöhrs GmbH & Co. is exclusively decisive unless contradicted immediately in writing by the customer. This applies in particular to orders and agreements made orally or by telephone. A notice to Vöhrs GmbH & Co.KG will no longer regarded as immediate if it is not received by Vöhrs GmbH & Co.KG within seven days.

III. Prices / Terms of payment

1. Our prices are calculated in EUR and do not include value added tax, packaging, freight, postage, duties and insurance costs.

2. If, after conclusion of the contract, cost increases arise, particularly due to wage settlements, an increase in material prices, increased energy costs or environmental regulations and if a period of 4 weeks has passed between the conclusion of the contract and delivery, we reserve the right to an appropriate adjustment of prices (§315 Civil Code). The CP has the same right. We, respectively, the CP will prove the increases on demand.

3. Unless otherwise agreed, invoices are due at once without any discount. A discount will only be granted by explicit agreement.

4. The customer will only be entitled to set-off rights, if his counterclaims are declared legally valid, are undisputed or have been recognized by Vöhrs GmbH & Co.KG.

IV. Delivery date, scope of delivery and passing of risk

1. Delivery dates and delivery periods are always considered approximations only and are not binding on us, unless a binding delivery date has been explicitly determined by Vöhrs GmbH & Co.KG. If all details of the order are not settled in due time by the CP and the CP does not perform all preliminary work on time, the delivery dates will be delayed correspondingly. The delivery dates are regarded as complied with upon notification of readiness for dispatch. All deliveries are subject to the correct and timely delivery of our own supplies.

2. The purchaser has to check and receipt the delivery note. Any objections have to be notified to Vöhrs GmbH & Co.KG immediately in writing. Otherwise the quantity delivered will be considered to be accepted. Vöhrs GmbH & Co.KG is entitled to make partial deliveries provided that this does not fall below the reasonable minimum quantity.

3. Concerning special designs delivery of up to 20 % more or less than the quantities ordered is admissible.

4. A deviation in weight, unit number or specification of the supplied goods from our details in the delivery note and invoice must be proven by the customer. For the prescribed values the DIN tolerances or otherwise the customary permissible tolerances apply. We are entitled to make reasonable part deliveries.

5. With transfer to the railway, the forwarding or shipping company, respectively when the merchandise leaves our factory, the risk will pass to the CP. This also applies to partial deliveries and in case, that we, ourselves, deliver the goods. The same consequence follows upon delay of receiving by the buyer or if the delay occurs for other reasons beyond the control of Vöhrs GmbH & Co.KG.

V. Delay

1. In case of delayed delivery due to operational breakdowns, official measures, absence of supplies to Vöhrs GmbH & Co.KG or force majeure, the delivery period will be extended accordingly. Force majeure is also valid in case of labour disputes including strikes and regular outlocks in the factory of Vöhrs GmbH & Co.KG or at our pre-suppliers.In these cases claims for damages on behalf of the buyer are excluded within the limits of paragraph VIII.

2. If we are late in delivering, the CP can withdraw from the contract, after he has set us a reasonable deadline. If the CP is in default, we will not be in delay.

3. If the CP does not meet his payment obligations, we are entitled to charge default interest of eight percentage points over the basic rate of interest. The assertion of further losses/damages shall not be excluded hereby.

VI. Reservation of title / right of retention / other duties

1. All delivered goods will remain our property (goods subject to rentention of title) until settlement of all our claims referring to the whole business connection (balance reservation).

2. The CP is entitled to re-sell the goods to which we have retention of title in ordinary course of business. The security transfer of title and pledging are excluded unless a written consent has been obtained by our management. Resale is only permitted in an ordinary transaction and only under the condition that the equivalent value of the delivery item will be paid to the CP. The CP must also agree with the purchaser that the latter will acquire ownership only with his payment.

3. In case of treatment and processing of the goods subject to retention of title, the CP does it on our behalf. If our goods are mixed or processed with other goods, we will gain the co-ownership of the new merchandise to the ratio of the invoice value of our goods subject to rentention of title at the time of the processing.

4. If the customer connects the delivery item or the new product with movable items, he assigns to us its claim entitlement for remuneration of the connection, including all ancillary rights as security, without further special declaration being necessary, in the ratio of the value of the delivery item respectively the new product to the other connected goods at the point of time of making the connection.

5. Already now the CP assigns to us rights and claims that he is entitled to from the sale of goods, in which we have rights, to the amount of the invoice of our claims as security. We accept this assignment even now. When the assignment has been effectuated, the CP is entitled, until revoked, to collect the claim of these claims assigned in this paragraph (reservation of title). We reserve the right to collect the claim ourselves should the CP fail to meet its financial obligations in an appropriate manner or is in default on payment.

6. If the realizable value of the existing securities exceeds the secured claims by more than 20 %, we will release upon request of the CP, an appropriate part of the securities at our choice.

7. If the CP fails to fulfill its obligations, e.g. in case of non-payment, we are entitled to withdraw from the contract after expiry of a reasonable time limit. After the withdrawing of the contract, the CP must return the supplied goods.

8. In the event of garnishment and other interventions by third parties, the CP shall be obliged to notify us immediately in writing, so that we will be able to assert our rights to ownership (third party proceedings according to §771 of the German Code of Civil Procedure)

9. The CP has to insure the goods subject to retention of title sufficiently at his own expense (especially against fire, water & theft). The CP hereby assigns to us claims against the insurance company in case of damage in the amount of our claim. We accept this assignment even now. He has to inform his insurance company about this.

VII. Guarantee, notice of defects, limitation period

1. The condition of the goods is exclusively based on the agreed technical specifications. Properties and qualities are only ensured or granted if they are explicitly described as such in the contract. Oral specifications as well as indications in the documents of Vöhrs GmbH & Co.KG don’t contain any assurances. Samples, patterns, dimensions, DIN-standards, performance descriptions and other indications concerning the condition of delivery item serve as specifications only and are not assured properties and guarantees.

2. The warranty rights of the CP require that he has duly fulfilled his obligation of inspection and rejection – particularly before further processing. The CP has to check the delivery within one week after receipt and has to notify us in writing any defects, wrong deliveries, wrong deliveries which are obviously not approvable or small quantities. Article 377 of the German Commercial Code (HGB) remains unaffected. If defects emerge later, these have to be indicated immediately in writing. The CP gives us immediately the possibility to check the defective goods. Otherwise the guarantee is excluded in the limits of paragraph VIII.

3. If the purchaser discovers a defect, he may not alter, process or hand over the delivery item to third parties. He must give Vöhrs GmbH & Co.KG sufficient opportunity and time to convince itself of the defect and, if necessary, to arrange all the required performance (rework or delivery of replacement parts according to the choice of Vöhrs GmbH & Co.KG); otherwise all claims based on defects become invalid in the limits of paragraph VIII.

4. In case of defects we initially provide warranty at our choice through rework or replacement. Warranty rights not only arise solely in the case of insubstantial deviation from the agreed quality or in the case of merely insubstantial detraction from usability. If the CP wants to request an indemnification instead of replacement or if he wants to undertake rework himself, the rework has only failed after an unsuccessful second try. The statutory cases of dispensability of the extension of time remain unaffected.

5. We are not liable for defects and damages caused by unsuitable or improper use, caused by the CP or third parties, caused by normal wear and caused by incorrect or negligent handling. The same applies to defects arising from improper modifications and/or modifications undertaken without our consent or corrective maintenance measures of the CP or third parties. This also applies to defects which cause only a minor reduction in the quality of the value or the suitability of the goods.

6. The limitation period for defect claims of the purchaser is 12 months from the date of transfer of risk (warranty period). If subsequent repairs or deliveries are made within the scope of warranty this shall not trigger a new start date.

7. The above limitation period applies with the following requirement:

a) The limitation period not applies in the case of intention and of fraudulent concealment of a defect or if the Seller granted warranty of the quality of the delivery item.

b) The limitation period not applies in the cases of injury of life, bodily injury or health- or liberty injury, for claims under the German Product Liability Act, at grossly negligent violations of obligations or culpable breach of major contractual obligations.

VIII. Limitation of liability

1.We are only liable for defects and damages, on whatever legal ground

• In case of intent
• For gross negligence by our corporate entities and executives
• Violation of cardinal obligations
• In the event of culpable injury to life, body and health
• In the event of defects, which we have fraudulently concealed or the absence of which we guaranteed
• In the event of deficiencies of the delivered item, to the extent that the seller is liable for personal injury or damage to property for private use under the Product Liability Act
• In absence of agreed properties, if and insofar as the agreement was intentionally aimed at safeguarding the CP against damage that does not occur on the goods themselves.

2. The legal provisions regarding burden of proof remain unaffected by this

3. Further claims are excluded. The claim for compensation for the infringement of essential contractual obligation is limited to the contract-typical, foreseeable damage. The liability for damage by the delivered item to the purchaser’s legal property, e.g. to other items, is excluded.

4. In the event that our liability is excluded or limited, the same equally applies to the personal liability of our employees, workers, staff members, legal representatives and vicarious agents.

IX. Exceptional occurrences / force majeure

1. In cases of force majeure, labour disputes, riots, official measures, absence of deliveries from our suppliers, shortages of energy and raw material, operational disorders due to fire, water or machine defects or other unforeseeable occurrences, we are exempt from our obligation. In this case we give all necessary information, as far as this is reasonable.

2. In the under point IX named cases, the contractual obligations have to be adapted in good faith.

X. Place of performance, jurisdiction, applicable law

1. Unless otherwise agreed, the place of performance for payment and the delivery of goods is the place of business of Vöhrs GmbH & Co.KG.

2. If the purchaser is a merchant, a public law entity or a separate fund under public law, the business place of Vöhrs GmbH & Co.KG is place of jurisdiction for all legal disputes including proceedings involving bills or cheques; actions against Vöhrs GmbH & Co.KG can only be initiated there.

3. The law of the Federal Republic of Germany shall apply exclusively under exclusion of the international civil law, standardized international law and under the exclusion of the UN conventions on contracts.

XI. Final provisions, data protection

1. Should any provision of these General Terms and Conditions be or become invalid, this shall not affect the validity of the contract. The statutory provision shall apply instead. Under no circumstances shall the affected provisions in these General Terms be replaced by terms and conditions of the customer.

2. Possible changes or amendments of the contract require the written confirmation of Vöhrs GmbH & Co.KG; this also applies to a deviation from the contractual writing requirement.

3. Legally relevant declarations such as cancellations, withdrawing declarations, requests for purchase price reduction or damage compensation become effective only if they are in writing.

4. Voehrs GmbH & Co.KG is entitled to process and store purchaser data obtained in the course of the business relationship – also if these originate from a third party – according to the Federal Data Protection Law and to allow the data to be processed and stored by a third party appointed by Vöhrs GmbH & Co.KG.