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General Terms of Sale and Delivery of LTI-Metalltechnik GmbH

§ 1 General

1.
The following Terms and Conditions of Sale and Delivery apply for the entire period of the commercial relationship between us and our customers; for all current and future contracts. The following terms do not apply to our purchases or orders. Our Terms and Conditions of Purchasing and Ordering apply in those cases.

2.
Deviating, contradicting or supplementary general terms and conditions of the customer will not form part of the contract, even if there is awareness of them, unless their validity is expressly agreed to by us in writing.

3.
The following terms and conditions also apply if we perform deliveries to the customer without reservation and with knowledge of the customer's contradicting or deviating conditions.

4.
In these terms and conditions, the word 'customer' refers solely to enterprises. These terms and conditions do not apply to consumers.

5.
In the event of deviations or contradictions between the different language versions, the German version is decisive.

§ 2 Contract conclusion

1.
Our offers and price quotes are non-binding and subject to change. Similarly, recommendations provided by us or samples created by us are non-binding. Since we do not know the exact area of application for the products manufactured by us and our services, any recommendations or samples that we supply are non-binding. We therefore assume no liability for any incorrect or unsuitable recommendations.

2.
Customers are bound to their orders for four weeks. These orders are only binding for us if we confirm them in writing or fulfil the order by sending the goods. We are entitled to accept orders of the customers within the aforementioned commitment period. However, a contract only arises once a written order confirmation is received by the customer. The customer is not entitled to cancel its order, even in the possible event of receipt of the order confirmation being late or delayed.

3.
Every customer order is accepted subject to the goods ordered being available.

4.
We reserve the rights of title and copyright to illustrations, drawings, calculations and other documents. Such items must not be made available to third parties and must be returned upon request immediately and in full, unless a contract comes into being or is terminated.

§ 3 Delivery and transfer of risk

1.
Any delivery dates specified by us are only binding in the event of a written agreement or in the event of a written confirmation. Deviating agreements on a binding delivery time must be made explicitly and in writing. The start of any delivery time specified by us requires the clarification of technical questions in all cases, as well as the punctual and proper fulfilment of all of the customer's obligations, especially with regard to payment. In the event of a strike, lockout, operational disruption, power loss, transport delays, force majeure, sub-supplier delays or other obstacles to delivery for which we bear no responsibility or other unforeseeable events, we are entitled to extend delivery dates appropriately. The same applies in the event of an unforeseeable machine malfunction for which we are not responsible. In this case, too, we are entitled to postpone any specified delivery date by an appropriate extent.

2.
LTI is entitled to make partial deliveries and supply partial services, provided this is reasonable for the customer. In the event of partial deliveries, withdrawal from the entire contract – due to service disruption in the case of just one partial delivery – is excluded.

3.
Provided nothing else has been agreed or specified, the actual delivered quantity may vary from the ordered quantity or the confirmed quantity as part of standard industry discrepancies, as per DIN 6930-m. Accounting is based on the quantity actually delivered.

4.
The goods to be delivered are not insured by us. However, the customer may request insurance coverage from us for the delivery items. In any event, we are not bound by an obligation to insure delivered goods. If the delivered goods do end up being insured with us without any legal obligation to do so, this will always occur at the customer's cost and as per Incoterms 2010.

5.
If additional costs are incurred due to incorrect information provided by the customer regarding address details, then the customer must reimburse them. The customer's obligation to reimburse the costs for an unsuccessful delivery applies in particular if the goods cannot be delivered due to structural circumstances on site. This compensation obligation of the customer applies even more so if it cannot be reached at the address that it itself specified.

6.
Any stated delivery dates or delivery periods are considered to be complied with once the consignment is handed over to the carrier, the freight forwarder or any other entity charged with shipment within the specified delivery dates or periods. If handover to the forwarder is delayed for reasons for which the customer is responsible, any delivery dates or periods are considered to have been complied with once readiness to dispatch is reported within any agreed delivery dates/periods and as per Incoterms 2010.

7.
If LTI has made an obligation to take back goods once a period of usage has lapsed, the customer then has to return them to LTI free of charge and in their originally delivered condition.

8.
If we get into arrears with a delivery and subsequently incur an obligation to provide compensation for damages, only the specific and demonstrable extent of damage shall be compensated for. This is also limited in terms of the amount to 5% of the value of the delayed (partial) delivery. This limitation of liability does not apply in the case of deliberate or grossly negligent contractual violations by us or our vicarious agents, nor in the event of liability due to culpable harm to life or limb of individuals or for claims from the German Product Liability Act.
If, and based on the extent to which, we have an obligation to compensate for damages, default damages in the form of lost profit for the customer or due to operational stoppages at the customer's are excluded. This limitation of liability does not apply in the case of deliberate or grossly negligent contractual violations by us or our vicarious agents, nor in the event of liability due to culpable harm to life or limb of individuals or for claims from the German Product Liability Act.

9.
If the customer should be in default of accepting our services, either in whole or in part, then we are entitled to withdraw from the contract or demand compensation after the passing of an fruitless grace period granted by us. Further legal rights to which we are entitled remain unaffected in the event of default of acceptance.
In the event of punctual requests to collect goods, the customer is obligated to accept the goods within 10 days.
In the event of a default of acceptance, the customer has to reimburse us for the storage costs we have incurred as well as the warehouse rent and any insurance costs. We do not have an obligation to insure stored goods, however.
Furthermore, we are entitled to commission a forwarder or another professionally appropriate third party for storage purposes at the customer's cost.

10.
As an alternative to asserting the specific storage costs incurred by us as in Point 8, we are entitled to demand a flat rate storage fee in accordance with storage cost calculations devised by us in their respectively applicable version, currently EUR 5.50 per m² per month, in the event of default of acceptance on the part of the customer. The storage cost calculation will be given to the customer upon demand. The customer is entitled to prove that lower storage costs were incurred by us, or none at all.

11.
All deliveries and services by us are made FCA as per Incoterms 2010. The risk of accidental loss and accidental deterioration is transferred to the customer upon delivery to the carrier, freight forwarder or any other entity charged with the delivery, but when the goods leave the factory or once the data is sent at the latest. If the delivery is delayed as a result of circumstances for which the customer is responsible, then risk is transferred to the customer on the day of notification that the shipment is ready.

§ 4 Payment / prices

1.
Unless nothing other has been agreed to in writing, the prices specified by us are 'FCA' in accordance with Incoterms 2010 and subject to statutory value-added tax, exclusive of transport and packaging costs. Costs for packaging and transport and, where necessary, transport insurance are calculated separately.

2.
We are tied to the agreed prices up to four months from the date of contract conclusion. In the event of the delivery arriving or service being completed later than four months following contract conclusion, we are entitled to increase appropriately the agreed remuneration / the agreed prices if the conditions at the time of contract conclusion on which the price calculation is based have changed, especially material costs, the cost of labour and public levies. We will prove the cost increase to the customer upon request.

3.
Discount deductions are not granted. Any discount deduction requires express written agreement.

4.
Provided nothing else has been agreed, our invoices are due ten days following receipt and are to be settled without deductions.

5.
The customers have a right to offset only if the counter-claims of the customer are established as legally valid or are recognised by us.

6.
The customer can only exercise a right of retention if its counter-claim is based on the same contractual relationship.

7.
Bills of exchange or cheques cannot be accepted for settlement. LTI is not obligated to accept any bills of exchange or cheques submitted, not even for the purpose of settlement. In this regard, LTI is entitled to return submitted bills of exchange or cheques to the customer at the customer's cost.
If LTI accepts bills of exchange or cheques anyway, this acceptance only occurs for the purpose of settlement. Discounts, exchange fees and costs are borne by the customer in this case.

§ 5 Warranty

1.
Dimensions, weights, illustrations, drawings, brochure details and samples do not equate to a quality agreement in the sense of §§ 434, 636 of the German Civil Code [BGB]. Such performance data is only binding for the execution of services by us if this is explicitly confirmed by us in writing.

2.
We are not subject to reference requirements or monitoring requirements with respect to drawings specified by the customer. We are not liable for defects to deliveries/services supplied by us which are attributed to faulty drawings.

3.
Similarly, recommendations provided by us or samples created by us are non-binding. Since we do not know the exact area of applications for the products manufactured by us and our services, any recommendations or samples that we supply are non-binding. We therefore assume no liability for any incorrect or unsuitable recommendations.

4.
In the event of defects at the time of the transfer of risk, we are entitled to choose between subsequent fulfilment, subsequent improvement or new performance. If subsequent fulfilment fails, the customer may demand at its discretion to dock the remuneration (reduction) or to rescind the contract (withdrawal). Subsequent fulfilment is only considered to have failed at the third attempt if nothing else arises from the nature of the item or the defect or other circumstances.

5.
In the event of an insubstantial or minor contractual violation, especially in the case of only minor deficiencies (e.g. visual defects) a right of withdrawal is excluded. In this regard, an insubstantial or minor contractual violation always exists if there are merely visual defects and the functionality of the goods/service is not impaired.
Withdrawal is further excluded if the customer is solely or overwhelmingly responsible for the circumstance which would entitle it to withdrawal, or if the circumstance is not of our making and occurs at a time when the customer is in default of acceptance.

6.
A defect under warranty rights does not exist if deviations – especially regarding measured values – from our specifications exist yet these deviations are still within the tolerance range specified by the manufacturer.
No warranty is honoured in the event of damage caused by improper handling or use of the goods by the customer. The same applies to a so-called 'intentional wear'.

7.
The customer must examine the delivered goods/services immediately and raise any defects without delay. §§ 377 and 378 of the German Commercial Code [HGB] apply. If nothing else results from this, the contractual item is considered to have been accepted one week from the notification of acceptance readiness at the latest. If defects are not examined and raised immediately in accordance with these instructions, warranty claims by the customer are excluded in this respect.

§ 6 Reservation of title

1.
We reserve title to the delivered items until full settlement of all receivables, especially payment claims to which we are entitled from the customer on any legal basis emanating from the entire contractual relationship.

2.
The customer is entitled to sell the reserved goods in the regular course of business under its usual terms and conditions provided it is not in payment arrears. Pledging and assigning of reserved goods by way of security is not permitted.
The customer will immediately assign to us by way of collateral any receivables arising from a subsequent sale or another legal basis (unauthorised handling, insurance) concerning the reserved goods. The coverage limit for any assigned claims amounts to 110% of the purchase price claim to be secured. The assignment is hereby accepted by us.
However, the customer will be revocably authorised to collect the assigned claims.
The authorisation for further sale disappears as soon as an application for insolvency proceedings is placed on the customer's assets.

3.
Modifications to or transformations of the reserved goods are always performed for us as their manufacturer, but without any obligation on our behalf. If our ownership disappears due to combination, we agree at this point that the ownership of the singular item is transferred to us based on our share of the total value. This authorisation for further processing, transformation, mixing and combining of the reserved goods disappears as soon as an application for insolvency proceedings is placed on the customer's assets.

4.
The customer is obligated to handle the reserved goods with care for the duration of the period of reservation of title, especially to insure the item adequately at the customer's own cost. If maintenance and inspection work are required, the customer must also perform this at its own cost.

5.
If the reserved goods are seized by a third party, the customer is obligated to alert them to our ownership and to notify us without delay. If the customer violates this term and the third party is unable to reimburse the costs arising from this situation, the customer shall be liable for this.

6.
If the customer acts in violation of the contract, in particular in the event of non-payment, we are entitled to forbid the further sale of the reserved goods, to withdraw from the contract and to demand the reserved goods back.

§ 7 Liability

1.
In the event of violation of non-essential contractual obligations, our liability is excluded, unless there is a deliberate or grossly negligent contractual violation by us or one of our vicarious agents. In the event of deliberate obligation violations of essential contractual obligations, our liability is limited to foreseeable damage typical for the contract.
Essential contractual obligations in the aforementioned sense refer to such contractual obligations the non-compliance of which threatens the fulfilment of the contractual objectives, the fulfilment of which is essential for the proper performance of the contract and on the fulfilment of which the contractual partner may regularly rely.

2.
The exclusion of liability and the liability limitations do not apply in the event of liability due to culpable harm to the life and limb of individuals nor for claims based on the German Product Liability Act.

§ 8 Tools

1.
We reserve ownership of our tools and the tools produced by us, even if we have supplied them to the customer, until those tools are fully paid for.

2.
The customer is obligated to insure against fire, water and theft at its own cost tools supplied by us which are still our property. Furthermore, the customer shall immediately assign any claims for compensation arising from this insurance to us. We will accept this assignment.

3.
The customer may only acquire ownership of our tools once the tools have been fully paid for. In such a case, these tools and any supplied tools which should be with us should be picked up by the customer at its own cost within twelve months of the last delivery or service. If these tools are not collected within the aforementioned period, we are entitled to set the customer a further time period of two months to collect the tools. If this time period expires, we are entitled to store or dispose of the tools at the customer's cost.

4.
Production costs for tools that are specially produced for the customer, including maintenance costs and reacquisition and repair costs for such special tools, are to be borne by the customer, provided the destruction or deterioration of the tools is not due to our actions.

§ 9 Applicable law and agreement on the court of jurisdiction

1.
The laws of the Federal Republic of Germany apply. Application of the terms of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.

2.
The place of fulfilment for both contractual parties is Schöntal-Berlichingen.

3.
The court of jurisdiction is the respective district or regional court for Schöntal-Berlichingen.

§ 10 Severability clause

Should individual terms of this agreement be or become wholly or partially ineffective or be incomplete, then this shall not affect the effectiveness of the remaining terms.


General Terms and Conditions of Purchasing and Ordering of LTI-Metalltechnik GmbH

§ 1 General

1.
The following General Terms and Conditions of Purchasing and Ordering apply over the entire duration of the commercial relationship between us and our suppliers, thus for all current and future contracts, even if there is no explicit reference to these General Terms and Conditions of Purchasing and Ordering. These terms do not apply to contracts with us as a seller or supplier. Those circumstances are covered by our separate General Terms and Conditions of Sale and Delivery.

2.
Deviating, contradicting or supplementary general terms and conditions of the customer will not form part of the contract, even if there is awareness of them, unless their validity is expressly agreed to by us in writing.

3.
The following terms and conditions also apply if we place orders to the supplier without reservation and with knowledge of the supplier's contradicting or deviating conditions.

4.
In these terms and conditions, the word 'customer' refers solely to enterprises. These terms and conditions do not apply to consumers.

5.
In the event of deviations or contradictions between the different language versions, the German version is decisive.

§ 2 Contract conclusion, offers and orders

1.
The terms also apply to our requests. Such requests are always non-binding, however.
Such requests must also be made on the basis of offers from suppliers – a process which is to be free of charge and non-binding for us.
If the creation of drawings or plans, or visits to our operational facilities, become necessary for the creation of offers, this shall also occur free of charge for us.

2.
Our orders and their amendments are only binding if they are issued or confirmed by us in writing. Oral supplementary agreements are invalid. This also applies to the requirement for the written form.

3.
Our orders are to be confirmed in writing within three working days of their arrival at the supplier. If the confirmation does not follow within this time period and in the prescribed form, we are entitled to cancel the order or its amendments without the supplier being able to assert any claims as a result of this.

4.
Until the time the order is completely fulfilled, we are entitled to demand changes to the delivered object, even after contract conclusion, if such a deviation is reasonable taking the supplier's interests into account.

5.
We reserve the rights of title and copyright to illustrations, drawings, calculations and other documents and production equipment. This also applies to our company logo.
None of the aforementioned documents – including images or other resources to which we reserve the right to title and copyright – may be made available to third parties without our express written permission, nor published without our explicit consent in writing. This applies in particular to publications on the website of the relevant supplier.

§ 3 Delivery

1.
Delivery dates and periods specified by the supplier are always binding. Receipt of the delivery at the point of reception/use specified by us determines compliance with deadlines and periods.

2.
If the supplier realises that a specified and agreed deadline or period cannot be achieved for whatever reason, then it must notify us of this in writing without delay citing the reasons and the estimated duration of the delay. If the supplier itself is responsible for not being able to meet the deadline or period, we will be entitled to legal recourse.
We are also entitled to withdraw if the supplier is not culpable for the delay or failure to meet the deadline and the delivery is no longer of use to us as a result of the delay taking economic aspects into account.

3.
The supplier may only complain about the failure of documents or equipment that we may have to supply materialising if it has sent a reminder in writing for the documents or equipment and has not received them within an appropriate period of time.

4.
We are entitled to decline acceptance of goods which are not delivered on the delivery date specified in the order or within the stated delivery period and to send those goods back to the or have them stored with a third party at the cost and risk of the supplier.

5.
Any acceptance of delayed deliveries or services without reservation does not mean we waive claims for compensation to which we are entitled due to the delayed delivery or service.

6.
In the event of deliveries arriving earlier than agreed, any time periods for examining the goods and notice of defects are calculated from the day of the agreed delivery.

§ 4 Prices, transport and packaging

1.
The agreed prices are fixed prices and cover all expenses of the supplier in relation to the deliveries and services to be supplied by it.
Price deductions in the time period between ordering and paying the invoice are to be reported to us and are for our benefit. The agreed prices include shipping and handling, including the costs for packaging, insurance and customs.

2.
Shipping is performed at the supplier's risk.
The risk of any deterioration, including accidental destruction, therefore rests with the supplier up until the point of delivery to the shipping address or point of use specified or requested by us.

3.
The supplier is authorised to make partial deliveries only with our written consent.
We are entitled to withdraw from the entire contract in the event of just one partial delivery, even in the case of service disruptions.

4.
In the event of default of delivery for which the supplier is culpable, we are entitled to demand a contractual penalty of 0.2% of the net order value for each calendar day of default. However, this claim is limited to a maximum of 5% of the respective net order value of each order.
We reserve the right to enforce this contractual penalty until final payment.
This right is still valid if the contractual penalty is deducted from the next payable supplier invoice.
Any contractual penalty to be paid after this is added to any further claims for compensation for damages due to delayed deliveries. The enforcement of any additional claims for compensation for damages remain unaffected from this term.

5.
If we find ourselves in default of acceptance of the delivered goods, we have no obligation to reimburse any flat-rate fee for additional costs. In particular, we are not obligated to pay a flat-rate fee for storage costs.
Our obligation to pay compensation for specific additional costs where these can be demonstrated remains unaffected.

§ 5 Payment

1.
Invoices are to be submitted to us in duplicate with all the associated information and citing our order number.

2.
The prices agreed at the time of contract conclusion are fixed prices. The supplier is not entitled to increase the agreed remuneration even if the delivery or service takes place several weeks or months after contract conclusion and the circumstances at the time of contract conclusion on which basis the prices are calculated – especially material costs, labour costs and public levies – change.

3.
Payment of due invoices is to be performed in the customary manner. Invoices become payable within fourteen calendar days of receipt of invoice at the earliest. There is a right to a discount of 3% up to a payment target date of 30 calendar days after the invoice becomes due. The payment period does not begin before the delivery or service is received.

4.
If certifications of material inspections are agreed, these will form an essential part of the deliveries and are to be sent to us along with the delivery. Payment periods do not begin before these certifications are received.

5.
We are entitled to statutory offsetting and retention rights to the fullest extent. Such rights are therefore not able to be excluded or restricted by the supplier.

6.
The agreement of advance payments is excluded. However, if there are advance payment agreements for whatever reason, then the supplier must provide us with a security amounting to the advance payment value for the prompt and defect-free delivery of the ordered goods and for any obligation toward refund of the advance payment value. This security is to be provided by an unconditional, unlimited and absolute bank guarantee from a German credit institution with the waiver of the defence of unexhausted remedies. Payment periods do not start before the original bank guarantee deed is received by us.

7.
Payment via bills of exchange or cheques is agreed. Bills of exchange or cheques are therefore always accepted by the supplier with the effect of settlement.

§ 6 Warranty

1.
The supplier ensures that all deliveries/services conform to the state of the art in technology, the relevant legal conditions and standards, regulations and guidelines of public bodies, occupational insurance associations and trade associations. If deviations from this are required in certain cases, then the supplier is obligated to acquire our written consent to this in advance. The supplier's liability for defects is not restricted by this consent.

2.
We are entitled to statutory warranty rights and periods in unabbreviated and unrestricted form. The statute of limitation for any defects is 24 months, starting from the transfer of risk. If the statutory warranty period is longer, then it shall apply.
In the event of subsequent deliveries due to notice of defects, the warranty periods begin with the delivery of the subsequently delivered goods. The same applies to work on eliminating defects, whereby the completion of such work restarts the statutes of limitation.

3.
The regulation of § 377 of the HGB is waived with the proviso that the notification period of this regulation is at least two weeks. In the case of concealed defects, this notification period of two weeks only starts once the defect is detected. Concealed defects are considered in particular to be those that only become apparent at the time of processing the object of delivery/supply or putting it into service.

§ 7 Liability

The supplier is liable for all damages for which it bears responsibility. Liability exemptions and limitations of the supplier are excluded.

§ 8 Product liability

1.
In the event of a claim being raised against us by a customer or third party based on the terms of domestic or foreign product liability legislation or regulations, the supplier is obligated to indemnify us from all of these claims at the first request, if and based on the extent to which the cause of this product fault originated under the supplier's sphere of control and organisation and it alone is liable in relation to third parties.
This claim for indemnification also covers the costs of any recall actions – even just precautionary.
To ensure the assumed obligation of indemnification, the supplier is committed to mark the items supplied by it so that they are permanently identifiable as its products.

2.
The supplier is obligated to obtain liability insurance to an appropriate value. It is obligated in particular to insure itself against all risks associated with product liability, including the risk of product recalls to an appropriate amount and to submit to us upon request the insurance policy and certificate for inspection.

§ 9 Property rights

1.
The supplier guarantees that the deliveries/services supplied do not infringe on the property rights of third parties and to its knowledge no such rights exist which would restrict or exclude use. The supplier guarantees that patents, licences and other property rights of third parties are not violated by the delivery and usage of the delivery items.
The supplier indemnifies us from claims from third parties due to any kinds of property right infringement upon first request and bears all costs and expenses arising in this regard.

2.
We are entitled to obtain the authorisation of the owner to use the delivered items and services under dispute at the cost of the supplier.

§ 10 Reservation of title, provision

1.
We reserve title to material provided to the supplier by us. This material must be kept safe by the supplier, away from its other property, without charge and with the due care of a prudent business person and labelled as our property.
It may only be used to carry out our order.

2.
If the material supplied by us is processed or modified, then this action will have been performed on our behalf. We immediately become the owner of the newly created items.
If the supplied material is just one part of a new item, then we are entitled to joint ownership of the new item in direct proportion to the value of our property within that new whole.

3.
In the event of any rights to reservation of title of the supplier, its conditions apply with the proviso that ownership of the goods is transferred to us once payment is made and, accordingly, any extended form of the 'current account' reservation of title shall not apply. The supplier can only reclaim the goods based on reservation of title if it has withdrawn from the contract beforehand.

§ 11 Applicable law, place of fulfilment and agreement on the court of jurisdiction

1.
The laws of the Federal Republic of Germany apply. Application of the terms of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.

2.
The place of fulfilment for both contractual parties is Schöntal-Berlichingen.

3.
The court of jurisdiction is the respective district or regional court for Schöntal-Berlichingen.

§ 12 Severability clause

Should individual terms of this agreement be or become wholly or partially ineffective or be incomplete, then this shall not affect the effectiveness of the remaining terms.