1. Validity

1. Our following terms and conditions for business shall be exclusively valid for mercantile professionals, legal entities under public law, as well as separate estate properties under public law.

2. Conclusion of Contract, contents of the Contract

1. Our offers, deliveries and services shall - also for future business transactions – be exclusively subject to these terms and conditions for business. Divergent business conditions of the customer shall not become a component of the Contract; these shall also not be binding for us, if we do not specifically contradict them upon receipt.

2. Our terms and conditions for business shall be regarded as having been accepted at the latest with receipt of the delivery or with the performance of the services.
   Our offers shall have a maximum validity of thirty days, at most. Contracts shall be solely created by our written order confirmation or by performance of the order.

3. Technical and formal deviations from descriptions and details in brochures, offers and written documents, as well as changes in performance, construction and material in the course of technological progress shall be reserved, without the customer being entitled to derive any rights therefrom. Details regarding our products (technical data, measurements and similar) do not constitute guaranteed qualities, unless such guarantee has been explicitly given in writing.

4. We reserve for ourselves proprietary- and copyrights in relation to samples, drawings, cost estimates and similar, also in electronic form. They may not be made accessible to third parties without approval, and they shall be returned immediately upon request.

3. Prices, payments

1. For lack of any special agreement, the prices shall be ex works including shipment and excluding packing and unloading. The statutory sales tax in the respectively valid amount shall be added to the prices.

2. Customs, taxes or other statutory duties shall be borne by the customer and shall be billed separately, in as far as nothing else has been explicitly agreed.

3. If the current prices of our suppliers or other costs on our products should increase during the time between the conclusion of Contract and the delivery, then we shall be authorized to appropriately increase the agreed prices.

4. For lack of any special agreement, the following installment payments shall fall due without discount:
   - one third at conclusion of Contract;
   - one third before delivery or assembly;
   - one third after delivery or acceptance / approval.

5. The right to offsetting and retention by the customer shall be excluded, unless the counterdemand is undisputed or has been established legally final.

4. Delivery and assembly

1. Agreements regarding an obligatory time of delivering or assembly (performance time) shall be carried out in writing. Our punctual performance presupposes, that all mercantile and technical questions have been settled between the customer and us, and that the customer has fulfilled all obligations incumbent upon him, such as the provision of required official approvals or down-payments.

2. Our delivery time shall be regarded as having been met, if our product has left the plant until the expiry of this time, or if we have reported readiness for dispatch until such time. In as far as an acceptance / approval has to be conducted, the date appointed for acceptance / approval shall be authoritative; this shall not apply for a justified rejection of acceptance / approval.

3. We shall inform the customer immediately if we cannot perform on schedule.

4. If we are not accountable for the delay, such as in case of lack of energy, import difficulties, operational- and traffic hold-ups, strikes, acts of God / force majeure or delays of our suppliers, then the time of performance shall be appropriately prolonged. If we also cannot perform after appropriate prolongation, then we and also the customer shall be entitled to rescind the Contract. Claims for compensation of the customer shall be excluded.

5. If we are accountable for the delay, then the customer shall be entitled to withdraw from the contract in accordance with the statutory prescriptions. If damages should arise for the customer due to the delay, then he shall be authorized to demand a flat-rate compensation payment. For every whole week of the delay, such compensation shall amount to 0.5 per cent, but altogether at most not more than 5 per cent of the value of the part of the performance, which cannot be utilized on time, or which cannot be utilized as stipulated in the contract because of the delay.

5. Transfer of risk, insurance

1. The risk shall pass on the customer as soon as the product has left our plant or distribution center. This shall also be valid, if we assume further performances, such as particularly if we bear the transportation costs or assume the delivery. In as far as an acceptance / approval has to be conducted, the risk shall in such case pass on to the customer upon such acceptance / approval.

2. If the dispatch or the acceptance / approval is delayed or is not performed because of circumstances beyond the range of responsibility of the customer, then the risk shall pass on to the customer as soon as we have notified him of the readiness for dispatch or acceptance / approval.

3. We shall be obliged to insure the product upon express request of the customer and at his expense.

6. Reservation of title

1. The product we have delivered shall remain our property until fully paid (Secured Goods).

2. We shall be authorized to insure the Secured Goods against theft, breakage, fire, water and other damages at the expense of the customer, provided that the customer does not submit proof to us, that he himself has effected an appropriate insurance. Through this, the customer already now transfers to us all claims directed towards the insurance.

3. If the customer should be completely or in considerable extent in default of paying a due partial payment for more than ten days, and if an adequate period of respite we have granted has expired fruitlessly, then we shall be entitled to demand the surrender of the Secured Goods by the customer, without having previously declared our rescission from the contract. The same shall apply, if insolvency proceedings have been instigated upon the assets of the customer, which have not been cancelled within ten days. If the customer does not comply with the demand to surrender the Secured Goods, or if loss or deterioration of the Secured Goods should be imminent, then we shall be authorized to take possession of the Secured Goods. We shall be entitled to enter into the location of the Secured Goods for this purpose. The customer shall bear the costs for the retrieval. We may utilize Secured Goods which we have recovered as we see fit and in the best way possible. In as far as the proceeds should exceed our protected demands, such excess shall be entitled to the customer.

7. Claims for defects (warranty)

1. Our liability shall extend to warrant that our products are free of defects on the basis of the state of the art in technology. Our liability shall be excluded in cases of:

   a) our products not being stored, installed, put into operation or used properly by the customer or by third parties,

   b) natural wear and tear,

   c) improper maintenance,

   d) using unsuitable operating resources,

   e) damages, which result from repairs or from other work of third parties, which have not been explicitly approved by us.

2. The customer shall inspect and examine the product immediately upon receipt. Recognizable defects shall be indicated to us in writing within one week after receipt of the product, or – if the defect appears at a later time - within one week as of discovery. If this does not happen, then the product shall be regarded as approved.

3. Our statutory liability due to defects shall be restricted to Subsequent Performance, i.e. as we may choose, the elimination of the defect or substitute delivery. The customer shall immediately grant us a sufficient opportunity for Subsequent Performance; we shall otherwise be freed from the liability for the consequences arising therefrom. The customer shall be entitled to eliminate the defect himself or to have it eliminated by third parties only in urgent cases, such as to uphold and preserve operational safety or to ward off disproportionately greater damages, and to then request the reimbursement of the required expenditures from us. In any case, the customer shall return the exchanged parts to us.

4. If Subsequent Performance has failed, then the customer shall be entitled to decrease the service in return, or in case of considerable defects, to withdraw from the contract; this right of withdrawal shall not be applicable for construction work.

5. For newly produced objects and for work orders, including the accompanying planning- and supervisory services, we shall be liable for one year as of delivery or acceptance / approval. Excluded herefrom shall be buildings, including the accompanying planning- and supervisory services, as well as building materials, in as far as they are installed / incorporated; the statute period of limitation shall apply for these performances, provided that the General Contractual Terms and Conditions for the Performance of Construction Work [Allgemeine Vertragsbedingungen für die Ausführung von Bauleistungen] according to DIN 1961, version December 2002 (VOB/B) have not been included.

6. Our liability shall be generally excluded for the sale of second-hand / used products.

7. Further-reaching claims of the customer because of defects beyond those described in the preceding numbers 3.-5. shall be excluded. We shall therefore not be liable for damages which have not arisen at the product itself, and not for other damages to the assets of the customer.

8. Liability

1. Our liability, regardless for which legal justification, shall be confined to firm intention and gross negligence.

2. All limitations of liability listed in these terms and conditions of business shall not be valid in cases of :

a) firm intention or gross negligence on our part or on the part of our vicarious agents,

b) injuries to persons,

c) damages, which have resulted from the lacking of a quality, which we have guaranteed,

d) claims resulting from the Product Liability Act.

9. Selection of applicable law; place of jurisdiction

1. The laws of the Federal Republic of Germany shall be applied for all business transactions and agreements, to which we are a party of. The UN - Convention on Contracts for the International Sale of Goods shall be excluded.

2. Place of jurisdiction in dealing with mercantile professionals shall be the seat of the registered office of inn-co GmbH in Schwarzenfeld. We shall, however, in our own discretion, be authorized to file complaints / sue at the seat of the customer.