General terms and conditions
for sales, subcontracting and assembly (as of 01.08.2012)

of the company Peter Prinzing GmbH, Siechenlach 2 89173 Lonsee-Urspring (Germany)

– hereafter PRINZING –

1. scope

(1) These Terms and Conditions of Sale shall apply exclusively and only to entrepreneurs within the meaning of Section 310 (1) of the German Civil Code (BGB). Any terms and conditions of the Customer conflicting with or deviating from these Terms and Conditions of Sale will only be accepted by PRINZING if PRINZING has expressly agreed to their validity in writing.
(2) These Terms and Conditions of Sale shall also apply to all future transactions with the Purchaser, insofar as they are legal transactions of a related nature.

2. offer and conclusion of contract

If an order is to be considered as an offer according to § 145 BGB, PRINZING may accept it within two weeks after receipt.

3. documents handed over

PRINZING reserves the property rights and copyrights to all documents provided to the Customer in connection with the placing of the order, e.g. calculations, drawings, etc.. These documents may not be made accessible to third parties unless PRINZING expressly gives its written consent. If PRINZING does not accept the offer of the Customer (see clause 2), these documents have to be returned to PRINZING without delay.

4. prices and payment

(1) Unless otherwise agreed in writing, PRINZING’s prices are ex works excluding packaging and plus VAT at the applicable rate. Costs of packaging will be charged separately to the purchaser.
(2) The deduction of a cash discount is only permissible with a separate written agreement.
(3) Unless otherwise agreed, the purchase price shall be paid within 10 days after delivery. Default interest shall be charged at the statutory rate of 8% p.a. above the respective prime rate. PRINZING reserves the right to assert a higher damage caused by delay.
(4) PRINZING reserves the right to make reasonable price changes due to increased wage, material and/or distribution costs for deliveries which take place 3 months or later after the conclusion of the contract.
(5) Payments by check or bill of exchange shall only be permissible upon special written agreement. Acceptances or customer bills of exchange shall only be accepted on account of performance; the costs and expenses incurred in this connection shall be borne by the debtor. If the terms of payment are not met or if a check or bill of exchange is not honored, all outstanding receivables shall become due. After fruitless expiry of a grace period of 12 working days set by PRINZING, combined with a threat of termination, PRINZING is then entitled to terminate the contract in writing and to cease the work as well as to invoice all services rendered so far according to the contract prices and to make claims for compensation.

5. set-off and rights of retention

The customer shall only have the right to offset if his counterclaims have been legally established or are undisputed. The Purchaser shall only be entitled to exercise a right of retention to the extent that its counterclaim is based on the same contractual relationship.

6. delivery time

(1) The beginning of the delivery time indicated by PRINZING presupposes the clarification of all relevant technical questions. PRINZING reserves the right to plead non-performance of the contract.
(2) If the Customer is in default of acceptance or if he culpably violates his duties to cooperate, PRINZING is entitled to demand compensation from the Customer for the damage incurred in this respect including any additional expenses. We reserve the right to assert further claims.
(3) In case of negligent delay in delivery PRINZING is liable for each completed week of delay at a flat rate of 0.5% of the value of the delivery, but not more than 5% of the value of the delivery.

7. transfer of risk in case of shipment

(1) PRINZING delivers the goods EXW factory Lonsee-Urspring (INCOTERMS 2010).
(2) If the goods are shipped to the Purchaser or to a third party at the Purchaser’s request, the risk of accidental loss or accidental deterioration of the goods shall pass to the Purchaser upon handover to the carrier / transporter, but no later than upon leaving the factory / warehouse. This applies regardless of whether the goods are shipped from the place of performance or who bears the freight costs.

8. retention of title

(1) PRINZING retains title to the delivered item until full payment of all outstanding claims under the delivery contract. This also applies to all future deliveries, even if PRINZING does not always expressly refer to this.
(2) As long as ownership has not yet passed to the Purchaser, the Purchaser shall be obliged to treat the purchased item with care.
(3) In particular, in the case of high-value goods, he shall be obliged to insure them adequately at his own expense against theft, fire and water damage at replacement value.
(4) If maintenance and/or inspection work has to be carried out, the Customer shall carry this out or have it carried out in good time at its own expense.
(5) As long as the title has not yet passed, the Customer has to inform PRINZING immediately in writing if the delivered item is seized or exposed to other interventions by third parties. As far as the third party is not in a position to reimburse PRINZING for the reasonable costs of a third party action according to § 771 ZPO, the Customer is liable to PRINZING for reasonable reimbursement of costs in this respect.
(6) The Purchaser shall be entitled to resell the Retained Goods in the ordinary course of business. The Purchaser already now assigns to PRINZING the purchase price claim against the Purchaser resulting from the resale of the Goods in the amount of the final invoice amount agreed with PRINZING (including VAT). PRINZING accepts this assignment. This assignment shall apply irrespective of whether the purchased item is now further processed or not further processed and resold. Until revoked, the Customer remains authorized to collect the claim even after the assignment – the authority of PRINZING to collect the claim itself, however, remains unaffected.
(7) The processing and/or transformation of the object of sale by the Purchaser is always carried out in the name and on behalf of PRINZING as long as the object of sale is still subject to retention of title. In this case, PRINZING is the owner of the processed or transformed item. In this case, the purchaser’s previous expectant right to the processed or transformed item shall continue.
(8) If the Customer mixes own objects with not yet paid PRINZING objects which are under reservation of title until then, the new object is the sole property of PRINZING.
(9) In order to secure the claims, the Customer also assigns to PRINZING such claims against third parties which accrue to him through the connection of the Reserved Goods with a property – PRINZING already now accepts the assignment.
(10) PRINZING undertakes to release the securities to which it is entitled at the request of the Customer insofar as their value exceeds the claims to be secured by more than 20%.

9. warranty (liability for defects)

PRINZING is liable for defects as stated below:
The liability based on the product liability law of the Federal Republic of Germany is unlimited. This shall also apply in the event of the absence of characteristics which are expressly guaranteed by way of exception (§ 443 BGB) if the purpose of the guarantee is precisely to protect the Purchaser against damage which has not occurred to the delivery item itself.
(a) The limitation period for claims based on defects (in particular § 438 para. 1 no. 3 BGB) shall be limited to 1 year. Cases of fraudulent misrepresentation are excluded. The commencement of the limitation period shall be governed by law.
(b) No limitation of limitation within the meaning of clause 9 a shall take place if the delivered item has been used for a building in accordance with its customary use and has caused its defectiveness. Instead, the statutory limitation period shall apply, § 438 BGB. The commencement of the limitation period shall be governed by law.
(c) If a used item is sold, the warranty (liability for defects) is excluded. This does not apply to cases of fraudulent misrepresentation and also not to liability for damages for bodily injury or other damages caused intentionally or by gross negligence.
(d) PRINZING is entitled to at least 3 attempts at rectification.
(e) The rectification does not lead to a new start of the limitation period.
(f) Insignificant, reasonable deviations in dimensions and designs, in particular in the case of repeat orders, shall not entitle the Customer to make complaints unless compliance with dimensions and color shades has been expressly agreed. Technical improvements and necessary technical modifications shall also be deemed to be in accordance with the contract insofar as they are reasonable and do not represent a deterioration in value.
(g)
(aa) In the case of subcontracting, only the warranty for the professional execution of the ordered work part according to the documents known at the time of the order can be assumed. The functionality or usability itself cannot be guaranteed and is the responsibility of the purchaser – the purchaser must check the functionality or usability before passing on/processing.
(bb) The limitation period for claims based on defects shall be limited to 1 year. Cases of fraudulent misrepresentation are excluded. The commencement of the limitation period shall be governed by law. No limitation of limitation shall take place if the delivered item has been used for a building in accordance with its customary use and has caused its defectiveness. Instead, the statutory limitation period shall apply. The commencement of the limitation period shall be governed by law.
(cc) No liability is assumed for material provided.

10. liability

(1) Claims for damages against PRINZING, its employees and/or its vicarious agents which are based on slight negligence and which do not involve damages for injury to life, body and/or health are – as far as legally possible – excluded. It is irrelevant whether they result from breach of contract or breach of contractual collateral duties, from tort or from the producer’s liability (due to design, production or information errors as well as errors in product monitoring e.g. § 823 BGB). Not excluded is the liability for damages according to the product liability law.
(2) In the event of culpable breach of essential contractual obligations (cardinal obligations – in the case of a purchase contract, e.g. the provision of ownership of the purchased item), liability shall also be assumed for negligence on the part of an executive body or a managerial employee, but limited to the reasonably foreseeable damage typical for the contract. This limitation does not apply in the event of injury to life, limb and/or health.
(3) In cases of permissible limitation of liability in the event of non- gross negligence, the damage typical for the contract and reasonably foreseeable shall amount to a maximum of 15% of the order value. This limitation does not apply in the event of injury to life, limb and/or health.
(4.) The liability based on the product liability law of the Federal Republic of Germany is unlimited.
(5.) The unlimited liability shall also apply in the event of the absence of properties which are exceptionally guaranteed if the purpose of the guarantee is precisely to protect the Purchaser against damage which has not occurred to the delivery item itself.

11. export control

(1.) The purchased item may be subject to export restrictions (foreign trade regulations e.g. of the EU or the USA) for dual-use goods and dual-use technologies. Exports to certain third countries may therefore be prohibited in whole or in part, or may be permitted only with special regulatory approval. The Purchaser is obliged to comply with the export regulations and to obtain the necessary (if necessary official) approvals in due time.
(2.) In the event of export restriction, the Purchaser shall nevertheless pay the full purchase price and take delivery of the machine. Clause 9 remains unaffected.

12 Place of Performance and Jurisdiction, Export Control, Miscellaneous

(1) Place of performance and exclusive place of jurisdiction is Lonsee-Urspring. PRINZING also has the right to bring an action against the Customer at its domestic or foreign place of business.
(2.) German law shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
(3.) Amendments and supplements must be made in writing. This shall also apply to amendments to this written form clause. No verbal collateral agreements were made.
(4.) Should any provision be or become invalid, all other provisions shall remain unaffected.

Supplementary General Conditions of Assembly

1. scope

(1) All assembly orders accepted by PRINZING are subject to the above conditions for sale and subcontracting and, in addition, to the following assembly conditions.
(2) These Terms and Conditions shall take precedence over any deviating purchase or similar terms and conditions of the Customer. In ongoing business relationships, they form the basis for all further business.

2. offers and offer documents

(1) The documents belonging to the offer such as illustrations, drawings, weights and dimensions shall only be authoritative insofar as they are expressly designated as binding. The changes are unreasonable and no longer acceptable insofar as they go beyond what is customary in the industry. PRINZING reserves the property rights and copyrights to cost estimates, drawings and other documents.
(2) All property rights and copyrights to the offer and all documents may not be passed on, published or reproduced or used for any purpose other than the agreed purpose without the consent of PRINZING.
(3) Official or other permits shall be obtained by the Customer at its own expense. PRINZING has to provide the Customer with the necessary documents for this purpose.
(4) Subject to individual agreements to the contrary, the offer shall exclusively include the aforementioned ancillary services. Any other work going beyond this shall be remunerated separately.

4. prices and payment

(1) The price is exclusive of value added tax at the applicable rate.
(2) PRINZING is entitled, in the case of continuing obligations as well as in the case of agreements containing delivery or performance periods of more than 4 months after conclusion of the contract, to demand negotiations on a price adjustment if the following items experience an increase: Prices for the total material required from the conclusion of the contract or wage and ancillary wage costs due to statutory or collectively agreed changes or the value added tax.
(3) For subsequently requested overtime, night, Sunday and holiday hours as well as for PRINZING unforeseeable work under difficult conditions, relevant collectively agreed surcharges and allowances shall be charged.

5. delivery time and assembly

(1) If execution deadlines have not been agreed, the work may be started immediately after order confirmation, but no later than 12 working days after request by the Customer. For the start of the execution period it is necessary that the Customer has provided the documents required according to item 2, that an unhindered start of the assembly at the construction site is guaranteed and that a possibly agreed down payment has been received by PRINZING.
(2) If the commencement, continuation or completion of the work is delayed for reasons for which the Customer is responsible and if the Customer does not immediately take remedial action at the request of PRINZING, PRINZING can demand compensation for damages if the contract is maintained or set the Customer a reasonable deadline for the performance of the contract and declare that PRINZING will terminate the contract after the fruitless expiry of the deadline, if necessary also claiming compensation for damages. PRINZING reserves further rights, in particular claims for damages.
(3) In the case of termination PRINZING is entitled to a claim for compensation of the additional expenses which PRINZING had to incur, for example, for the unsuccessful offer as well as for the storage and preservation of the owed object, in addition to its remuneration for work incurred until then.

6 Acceptance and transfer of risk

(1) Upon acceptance, the risk shall pass to the Customer. If the customer is in default of acceptance, the risk shall pass to him at the time of default. The same applies if the assembly is interrupted for reasons for which the Customer is responsible and if PRINZING has handed over the services provided until then into the care of the Customer.
(2) The object shall be accepted after completion of the services. This also applies to self-contained partial services.

7. claims for defects and damages

(1) Insignificant, reasonable deviations in dimensions and designs, in particular in the case of repeat orders, shall not entitle to complaints unless compliance with dimensions and color shades has been expressly agreed. Technical improvements and necessary technical modifications shall also be deemed to be in accordance with the contract insofar as they are reasonable and do not represent a deterioration in value.
(2) In case of cutting, thawing and/or soldering works, the Customer is obliged to draw PRINZING’s attention to any dangers and particularities (e.g. fire hazard in rooms or of materials) and to take all safety measures (e.g. provision of fire guards, fire extinguishing material etc.).
(3) Claims for damages from the regulations of §§ 280, 311 BGB, which are not at the same time based on the breach of a contractual main performance obligation by PRINZING, are excluded against PRINZING as well as against its vicarious agents, as far as the damage was not caused intentionally or by gross negligence.
This shall not apply to claims for damages arising from the lack of the contractually required suitability, which are intended to protect the Purchaser against the risk of consequential damage caused by a defect. Claims for damages under the law on liability for defective products shall remain unaffected, as shall liability for damage to life, limb or health. Section 10 of the above Terms and Conditions for Sales and Subcontracting shall apply in addition.