General Terms and Conditions

General Terms and Conditions of Sale of realloy e.K., Krefeld

I. CONCLUSION OF CONTRACT (1) We are bound by our offers for a period of 15 days. The content of the contract is determined by the content of the order confirmation and is concluded on the basis of these General Terms and Conditions upon placement of the order or upon delivery and acceptance by the customer. This also applies if the customer uses deviating terms and we do not expressly object to them. Our General Terms and Conditions apply to all sales transactions as well as to all future business relations. They apply to all obligations, in particular also to service contracts concluded by us. (2) Supplementary performance agreements or amendments to these terms require our written consent. (3) Documents and illustrations belonging to offers contain only approximate details of dimensions and weights and are non-binding. We reserve title and copyright to these documents. They may not be made accessible to third parties and must be returned to us without delay on request. (4) We reserve the right to make changes to the design, execution and form of the ordered goods, provided that such changes are technically necessary and do not impair function.

II. DELIVERY (1) The contract is deemed to have been performed once the goods have been delivered within the agreed delivery period and the conditions for the passing of risk have been met. Unforeseeable or unavoidable events such as force majeure, war or preparations for war, official orders, civil unrest, transport delays or strikes release us from our obligations for the duration of such exceptional circumstances. In these cases the agreed delivery date shall be postponed accordingly. If such disruptions last longer than three months, we are entitled to withdraw from the contract in whole or in part. We will inform the customer of this in good time. (2) The customer is entitled to withdraw from the contract if the agreed delivery period is exceeded by more than one month, the customer has granted us a reasonable period of grace and delivery is not made within that period of grace either. (3) If the ordered goods are ready for dispatch but are not called off, or if the customer does not accept delivery, we are entitled to store the goods in whole or in part at the customer's expense. If the goods are not accepted by the expiry of a period of grace that has been set, we are entitled to withdraw from the contract. As long as the goods remain our property, we may, instead of withdrawing, also dispose of them otherwise or grant the customer a further period. (4) Risk passes to the customer upon handover of the goods to the carrier, even if the carrier is a company affiliated with us. If dispatch is delayed for reasons for which we are not responsible, risk passes to the customer upon notification that the goods are ready for dispatch. We will take the customer's wishes regarding packaging and dispatch into account where possible; if this is not possible or if the customer expresses no wishes, we shall determine the mode of dispatch, the transport route and the packaging. (5) Unless otherwise agreed, we are entitled to insure the consignment against damage in transit; there is no obligation to do so. This also applies if we bear the shipping costs; the provisions on the passing of risk remain unaffected. (6) Partial deliveries are permitted. (7) In the case of moulded parts that we have manufactured for the customer, over-deliveries or under-deliveries of up to 10 % of the ordered quantity are permitted. Invoicing is based on the agreed unit prices.

III. PRICES AND PAYMENT (1) The prices applicable on the day of the order are decisive. Statutory value added tax is borne by the customer. The prices stated are ex works Krefeld and do not include freight costs. (2) Payments are due upon placement of the order, in the amount of the invoice total, net and without deduction.

IV. WARRANTY (1) We are liable for defects in the products delivered and the services rendered by us, including warranted characteristics. The customer must examine for itself whether the products supplied to us for processing are suitable for the intended purpose and whether they can be used as intended after the processing specified by the customer. A warranty exists only to the extent that we have expressly warranted the quality. The warranty period is six months from delivery. No warranty is given for used goods. (2) Obvious defects must be notified to us in writing, stating the complaint, within two weeks of delivery. We reserve the right to set a shorter period for this. Hidden defects must be notified to us without delay after their discovery, but at the latest within the warranty period. (3) At our request, the customer must return defective products or parts. In the case of a justified complaint we shall undertake rectification or replacement delivery, including the costs associated therewith. Replaced parts become our property. (4) If repairs or processing are carried out on defective products without our knowledge, the warranty shall lapse. Natural wear and tear as well as consumables are excluded from the warranty. The same applies to damage caused by incorrect operation, excessive strain, failure to carry out maintenance, use of unsuitable materials, unusual operating conditions and comparable circumstances. (5) Following rectification or replacement delivery, the warranty continues to apply to the same extent as for the original delivery. (6) If a defect cannot be remedied, if rectification fails or if a replacement delivery is not possible, the customer may demand a reduction of the price or withdraw from the contract. (7) If a notice of defects proves to be unjustified, the customer must reimburse us for the expenses incurred as a result. (8) The customer's rights are governed conclusively by these terms; further claims are excluded irrespective of their legal basis.

V. INDUSTRIAL PROPERTY RIGHTS (1) If, at the time of the passing of risk, the customer is prevented from using the goods delivered by us by industrial property rights of third parties, we shall, at our option, either obtain a right of use or replace the goods with an equivalent product. If neither is possible, both the customer and we may withdraw from the contract. The customer must notify us without delay if an infringement of industrial property rights is asserted against it.

VI. RETENTION OF TITLE (1) The goods sold or processed by us remain our property until full payment of all present and future claims against the customer. In the case of a current account, the goods in our possession remain our property until our claims have been settled. (2) The customer may further process the goods on our behalf without any obligations arising for us as a result. If goods subject to retention of title are processed, co-ownership arises; we shall invoice on a pro rata basis the share of the value exceeding the agreed sales price. (3) The customer hereby transfers to us co-ownership of new products that arise through the combination, blending or mixing of our goods with other items. The customer shall preserve and protect our title to the goods subject to retention of title, handle them with care and insure them against the customary risks to the extent customary in the trade. For the share to which we hold title, the customer shall name us as beneficiary vis-a-vis the insurer. (4) The customer must provide us at any time with information about the goods owned by us and about the rights assigned to us. The customer must notify us without delay of any access to these goods by third parties and send us the necessary documents. The costs of any court intervention shall be borne by the customer. (5) If goods are delivered to countries in which a retention of title corresponding to German law does not exist, the customer shall use its best efforts to assist us in obtaining equivalent security.

VII. LIABILITY (1) We are liable for damage suffered by the customer that is based on intent or gross negligence on the part of our employees or vicarious agents. This also applies to damage arising from statutory liability or tort, irrespective of whether it is connected with the contract. Such liability covers damage arising from goods not delivered or from deviations in quality, as well as related consequential damage. Any liability beyond this is excluded. (2) In the case of gross negligence, damages are limited to the typically occurring damage that was foreseeable for both parties at the time the contract was concluded. We are not liable for the quality of materials provided by the customer or for their replacement, unless we have notified the customer otherwise.

VIII. LIQUIDATED DAMAGES If we are entitled to a claim for damages under these terms or under statutory provisions, we may demand a lump sum of 20 % of the order value plus further expenses. The customer reserves the right to prove that we have incurred lower damage. We reserve the right to assert a higher damage claim.

IX. TECHNICAL FEASIBILITY The technical feasibility of accepted orders is at our discretion. If an order cannot be carried out within the scope of our technical possibilities and this was not foreseeable for us when the order was accepted, the customer shall have no claims arising from this, unless otherwise agreed.

X. FINAL PROVISIONS (1) Should individual provisions of these terms be invalid, they shall be replaced by a provision that comes closest to the economic purpose of the invalid provision. (2) The customer is not entitled to assign its rights under the contract. (3) The place of jurisdiction is the registered office of our company. We reserve the right to bring proceedings against the customer at any other competent court. (4) The law of the Federal Republic of Germany applies, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.