§ 1 Validity of the General Terms and Conditions

1. These terms and conditions apply without exception, in addition to the other contractual agreements, with regard to the trade in goods between us and

the buyer.

2. These terms and conditions also apply to all future business relationships without renewed inclusion until new terms and conditions are set by us.

§ 2 Advice

1. We only advise the client on express request. There is no advice in omitted statements.

2. Our consulting services are based exclusively on empirical values from our own company and only include the state of science and technology without obligation.

3. Our advice extends exclusively to the quality of our own products, but not to their use by the sponsor or its other customers; Any advice on the application at the client's site is non-binding.

4. Our advice, as product and service-related advice, extends exclusively to the products and services created by us: contract-dependent advice.

It does not extend to advice that is independent of the contract, i.e. statements that are given without us providing any services.

§ 3 conclusion of contract

1. Our offers are non-binding; they are deemed to be an invitation to submit an offer. Information in brochures, catalogs and technical documents are non-binding; they do not exempt the client from carrying out their own tests.

2. In principle, the order placed by the client represents the offer to conclude a contract.

All information about the execution of the order must be given in the order. This applies to all of our deliveries, services and work. This includes in particular, but not exclusively, information on the item description, number of items, dimensions, material, material number, material composition, pretreatment, processing specifications, treatment regulations, heat and surface treatment, storage, standards and all other technical parameters and physical characteristics.

Missing, incorrect or incomplete information is expressly not agreed and does not constitute any obligations on our part, neither in terms of performance and warranty claims nor in terms of claims for damages.

If the order placed by the customer deviates from our offer, the customer will indicate the deviations separately.

3. We are entitled to obtain further information that serves the proper execution of the order.

4. Orders should be placed in writing; Orders transmitted by telephone or otherwise electronically are carried out at the risk of the client.

5. The order should be accepted within 10 working days of receipt of the order, unless a longer acceptance period is envisaged.

6. Our services result from the order confirmation.

7. We reserve the right to process the delivery or service items in another company or to have them carried out at no extra cost for the client.

§ 4 order changes

1. If the client wishes changes to the delivery or service item after the contract has been concluded, a separate contractual agreement is required.

2. In the event of missing or incorrect information, we reserve the right to change the delivery or service item appropriately. Disadvantages due to missing or incorrect information, in particular additional costs or damage, are borne by the client.

3. We reserve the right to make technical changes to the delivery or service item that do not jeopardize the objective of the contract.

§ 5 delivery time

1. If a delivery or service period has been agreed, it begins with the dispatch of the order confirmation, but not before all details of the order have been fully clarified and all the customer's duties to cooperate have been properly fulfilled; The same applies to delivery or service dates. '”In the case of mutually agreed changes to the subject of the order, delivery or service deadlines and delivery or service dates must be newly agreed. This also applies if the subject of the order was renegotiated after the conclusion of the contract without the subject of the order being changed.

2. Delivery or service deadlines and delivery or service dates are subject to fault-free and timely delivery as well as unforeseeable production disruptions.

3. The delivery or service time is adhered to if the delivery or service item has left our works by the time it expires or we have notified the completion for collection.

4. If the delivery or service is delayed by the customer, we can charge storage costs of 0.5% for each month or part thereof, but no more than 5% of the delivery or service price. The contracting parties are at liberty to provide evidence of higher or lower storage costs.

We are authorized to determine a suitable storage location and to insure the delivery or service items at the expense and risk of the customer.

5. We are entitled to provide the agreed delivery or service before the agreed time.

6. Part deliveries or services are permitted and can be billed separately.

§ 6 Force Majeure

In cases of force majeure, our delivery and service deadlines are extended by the duration of the disruption that has occurred.

This also includes not only business interruptions, strikes, lockouts, traffic disruptions, orders from high hand with us or our suppliers. This also applies if we were already in default when these circumstances occurred. We will notify the client immediately of the beginning and end of such obstacles. If delivery or service is delayed by more than six weeks, both the client and we are entitled to withdraw from the contract within the scope of the service scope affected by the service disruption.

§ 7 payment

1. Unless otherwise agreed, our prices apply "ex works" plus sales tax, customs, freight, packaging and transport insurance costs. We will only insure the goods to be shipped upon request and at the expense of the customer.

2. We are entitled to change the agreed price appropriately if, after the conclusion of the contract, there are increases in costs, in particular due to collective bargaining agreements or changes in the price of materials or energy.

3. We are entitled to change the agreed price appropriately if there are changes before or on the occasion of the execution of the order, because the information provided by the client and the documents made available were incorrect or otherwise changes are requested by the customer.

4. We are entitled to request a reasonable advance payment upon conclusion of the contract. Interest is not paid for this.

5. Invoices are due immediately upon receipt by the client. They are to be paid without any deductions. In the event of non-payment, the client is in default after the due date without any further reminder. Cash discounts and rebates are not granted.

6. We expressly reserve the right to accept bills of exchange or checks. Bills of exchange and checks are only accepted on account of performance, subject to our approval, and only count as payment after they have been credited without reservation.

7. In the event of delayed payment, deferral or partial payment, we are entitled to demand interest on arrears of 8% pa above the respective base rate and to withhold further services until all due invoices have been settled. We reserve the right to provide evidence of higher damage.

8. In the event of justified doubts about the solvency or creditworthiness of the client, we are entitled to request advance payment or suitable security for the service to be provided by the client. If the client is not prepared to pay in advance or to order the security, we are entitled to withdraw from these contracts after a reasonable grace period and to demand compensation for non-performance.

9. Granted payment terms do not apply and outstanding claims are due for payment immediately if an application is made to open insolvency proceedings against the client's assets or if the client has provided incorrect information about his creditworthiness or if there are other justified doubts about the client's solvency or creditworthiness.

10. The client is only entitled to set-off rights against our claims if the counterclaim has been recognized or has been legally established. The assignment of claims directed against us requires our consent.

11. The customer only has a right of retention if the counterclaim is based on the same contractual relationship and is recognized or legally established or if we have significantly violated our obligations from the same contractual relationship despite a written warning and have not offered adequate security.

If one of our services is undisputedly defective, the customer is only entitled to withhold payment to the extent that the amount withheld is in reasonable proportion to the deficiencies and the likely costs of remedying the deficiency.

12. The payment dates remain in effect even if there are delays in delivery through no fault of ours.

13. In the case of initial orders, we are entitled to charge reasonable and customary one-off programming and setup costs in addition to the contractually agreed prices for the delivery item.

§ 8 Place of performance, acceptance, transfer of risk, packaging

1. The place of performance for the services commissioned is our registered office in Kirchberg im Wald. Unless otherwise agreed, the client should collect the goods there after notification of completion.

2. The client is obliged to accept as soon as we have notified him of the completion of the services ordered. If the client does not accept the service within 2 weeks after notification, the acceptance is deemed to have taken place.

3. The risk of destruction, loss or damage to the goods is transferred to the customer upon notification of the completion of the goods. If shipping has been agreed, the risk is transferred to the commissioned transport company when the goods are dispatched or handed over.

4. If the dispatch takes place in loaned packaging, these must be returned carriage paid within 30 days of receipt of the delivery. The customer is responsible for loss of and damage to the loaned packaging. Loan packaging may not be used for other purposes or to accommodate other items. They are only intended for the transport of the delivered goods. Labels must not be removed.

5. Unless otherwise agreed, we will determine the type and scope of the packaging. Disposable packaging will be disposed of by the client.

6. In the event of damage to or loss of the goods in transit, an inventory should be initiated immediately and we should be notified of this. Claims from any transport damage must be asserted immediately by the customer with the freight forwarder.

§ 9 Delivery of goods, incoming inspection by us

1. We are not liable for damage caused by inaccurate labeling and labeling of the goods.

2. The goods to be processed are examined by us for externally visible damage. We are not obliged to carry out further checks. Any defects found will be reported to the client within 10 working days of the discovery of the defect.

3. The client is obliged to reimburse all damages, including lost profit, which we incur as a result of the provision of non-processable material.

§ 10 Obligation to examine and complain

1. All claims due to defective deliveries or services presuppose that the inspection and complaint obligations according to § 377 HGB have been properly fulfilled. Notices of defects must be made in writing.

If a defect could not be discovered upon receipt of the goods, any further processing of the delivery or service item must be stopped immediately after discovery.

The burden of proof that there is a hidden defect is borne by the client.

2. The regulation of Section 377 of the German Commercial Code (HGB) applies accordingly to services and work.

3. Insofar as we have not given a guarantee for the quality of the work or have not fraudulently concealed a defect, the rights of the customer due to a defect are excluded after the agreed acceptance has been carried out by the customer, provided that the customer has not complained about the defect, although he could have determined it with the agreed type of acceptance.

4. The client must give us the time and opportunity required to examine the defect complained about, in particular to hand over the goods for this purpose. In the event of unjustified complaints, we reserve the right to charge the client with freight and handling costs as well as the inspection effort.

5. The notification of defects does not release the client from compliance with his payment obligations.

§ 11 Warranty

1. If there is a defect in the delivery products from us, we are entitled, at our own discretion, to rectify the defect, deliver a replacement or credit.

2. The improvement can also be carried out by the client after consultation with us. Claims by the client due to the expenses necessary for the purpose of supplementary performance, in particular transport, travel, labor and material costs, are excluded if the expenses increase because the goods were subsequently moved to a location other than that of the client's branch.

§ 12 Defects in title, property rights

1. Orders based on drawings, sketches or other information provided to us are carried out at the risk of the client. If we intervene in third-party property rights as a result of executing such orders, the client releases us from the claims of these rights holders. The client bears any further damage.

2. Our liability for any infringement of property rights in connection with the use of the delivery or service items or the connection or use of the delivery or service items with other products is excluded.

3. In the case of defects of title, we are entitled, at our option:

- to obtain the necessary licenses with regard to the infringed property rights - or to eliminate the defects in the delivery or service item by making available a delivery or service item that has been modified to an extent that is reasonable for the customer.

4. Our liability for the infringement of third-party property rights only extends to property rights that are registered and published in Germany.

§ 13 liability

1. In the case of simple negligence, we are only liable in the event of a breach of an essential contractual obligation. We are liable for gross negligence even if there is a breach of non-essential contractual obligations. In the aforementioned cases, liability is limited to the foreseeable damage typical for the contract.

2. Claims for damages due to willful breach of contractual obligations by us, claims due to personal injury and claims from the Product Liability Act are subject to the statutory provisions.

3. We are liable for tortious claims in accordance with contractual liability.

4. Any further liability for damages than in accordance with the above regulations is excluded.

5. The customer's right of recourse against us only exists insofar as the customer has not made any agreements with his customer that go beyond the statutory claims for defects and damages.

6. Our liability is excluded insofar as the client has effectively limited liability towards his customer.

7. As far as our liability is excluded or limited, this also applies to the personal liability of our employees, workers, employees, representatives, vicarious agents and vicarious agents.

8. Insofar as liability is excluded or limited in accordance with the above, the client is obliged to exempt us from third-party claims upon first request.

9. In addition, the statutory provisions apply.

10. The client is obliged to notify us immediately in writing of any asserted claims by third parties and to reserve all defense measures and settlement negotiations for us.

§ 14 Electrical Law

1. Directive 04242 8661380 / EC (RoHS) and the electrical law contain a ban on the use of certain environmentally hazardous substances, such as B. Lead, which may no longer be used in certain electrical and electronic equipment.

2. Before placing the order, the client must therefore check whether the workpieces concerned fall within the scope of the ElektroG after further processing and notify them of whether this is the case. If we do not receive any notification, we assume that the workpieces will not be built into or connected to products that are to be assigned to the product catalog of Section 2 (1) of the ElektroG.

3. In the event of a breach of the ElektroG, our liability to the client is excluded, provided that this breach is based on a breach of the client's obligation to notify. If claims are made against us by a third party due to this violation, the client must indemnify us from these claims.

§ 15 Limitation

1. The limitation period for claims and rights due to defects in our products, services and work as well as the resulting damage is 1 year. The start of the limitation period is based on the statutory provisions. This does not apply if the law prescribes longer periods in the cases of Sections 438, Paragraph 1, No. 2, 479 and 634a, Paragraph 1, No. 2 of the German Civil Code.

2. The limitation period according to the preceding paragraph 1 does not apply in the case of willful intent, if we have fraudulently concealed the defect, in the case of claims for damages due to personal injury or freedom of a person, in the case of claims from the Product Liability Act and in the case of a grossly negligent breach of duty.

3. Supplementary performance measures neither inhibit the statute of limitations applicable to the original provision of services, nor do they allow the statute of limitations to start anew.

§ 16 Acquisition and retention of title, right of lien

1. We reserve title to all contractual items until all claims to which we are entitled from the business relationship with the customer have been settled in full. We reserve all property rights and copyrights to the images, drawings, calculations and other (technical) documents provided.

2. If we process, combine or mix property with third-party property, we acquire ownership of the new item in accordance with Section 947 of the German Civil Code (BGB).

3. If processing, combining or mixing is carried out in such a way that the third-party service is to be regarded as the main item, we shall acquire ownership in the ratio of the value of our service to the third-party service at the time of processing, combining or mixing.

4. If we acquire ownership of an item through our performance, we reserve ownership of this item until all existing claims from the business relationship with the client have been settled.

5. The customer is obliged to keep the reserved goods carefully and, if necessary, to carry out maintenance and repair work in good time at his own expense. The client has to insure the reserved goods against loss and damage at his own expense. Security claims arising in the event of damage are to be assigned to us.

6. The client is entitled to resell the item which is in our (joint) ownership in the ordinary course of business, as long as he fulfills his obligations from the business relationship with us. In this case, the claim arising from the sale is deemed to be assigned to us in the ratio in which the value of the service secured by the retention of title is to the total value of the goods sold. The client remains entitled to collect this claim even after the assignment. Our authority to collect this claim ourselves remains unaffected.

7. The right of the customer to dispose of the goods subject to our retention of title and to collect the claims assigned to us expires as soon as he no longer meets his payment obligations and / or an application is made to open insolvency proceedings. In the aforementioned cases, as well as in the event of any other behavior on the part of the customer in breach of contract, we are entitled to take back the goods delivered under retention of title without a reminder.

8. The client informs us immediately if there are dangers to our reserved property, in particular in the event of insolvency, insolvency and enforcement measures. At our request, the client must provide all necessary information about the inventory of the goods in our (co-) ownership and about the claims assigned to us, as well as informing his customers of the assignment. The client supports us in all measures that are necessary to protect our (co-) property and bears the resulting costs.

9. We are entitled to a right of lien on the client's items that have come into our possession on the basis of the contract due to all claims arising from the contract. The right of lien can also be asserted for claims from previous deliveries or services, insofar as these are related to the object of delivery or service.

The right of lien applies to other claims from the business relationship, insofar as this is undisputed or has been legally established. Sections 1204 ff. BGB and Section 04242 8661380 of the Insolvency Code apply accordingly.

10. If the realizable value of the securities exceeds our claims by more than 10%, we will release securities of our own choice at the request of the customer.

§ 17 Confidentiality

1. The client undertakes to treat all aspects of the business relationship that are worthy of protection as confidential. In particular, he will treat all non-public commercial and technical details of which he becomes aware through the business relationship as business secrets. The confidentiality obligation does not include information or aspects of the business relationship that were already publicly known at the time of disclosure, as well as such information or aspects of the business relationship that the contractual partner was demonstrably known to before the disclosure by us. The client ensures that his employees also protect our legitimate interests in secrecy.

2. Duplication of the documents provided to the client is only permitted within the framework of operational requirements and copyright provisions.

3. All documents may not be made available to third parties in whole or in part or used outside the purpose for which they were given to the client without our written consent. .

4. The business relationship with us may only be partially disclosed to third parties with our prior written consent; the client should also oblige the third party to maintain confidentiality within the framework of a similar agreement. The client may only advertise the joint business relationship with our prior written consent.

5. The client is obliged to maintain confidentiality even after the end of the business relationship.

6. The client undertakes not to conduct business directly or indirectly with our customers that corresponds to the object of delivery and service.

§ 18 Applicable Law

1. The place of jurisdiction is, at our option, Hanover or the place of jurisdiction of the customer.

2. The place of performance for the payments to be made to us from the business relationship is our place of business.

3. The law of the Federal Republic of Germany is exclusively applicable to business relationships with the client. The applicability of the CISG - “Vienna Sales Law” is excluded.

4. Should individual parts of these terms and conditions be ineffective, this shall not affect the effectiveness of the remaining provisions. The contracting parties endeavor to replace the ineffective clause with another clause that comes as close as possible to the economic purpose and legal meaning of the original wording.