General Terms and Conditions of Business of Armant GmbH

§ 1 Scope

(1) All our deliveries, services and offers are made exclusively on the basis of these General Terms and Conditions. These are also valid for all future contracts, even if they are not separately agreed again. Deviations from this will only be accepted if they have been expressly confirmed in writing beforehand.
(2)
Terms and conditions of the customer or third parties shall not apply, even if we have not separately objected to their validity in individual cases. Even if we refer to a letter which contains or refers to the terms and conditions of the customer or of a third party, this does not constitute agreement with the validity of those terms and conditions.
(3)
All contracts as well as their amendment or supplement require the written form.

§ 2 Offer and order acceptance

(1) All our offers are subject to confirmation and non-binding, unless they are expressly marked as binding or contain a specific acceptance period. Our General Terms and Conditions shall apply exclusively; deviating and supplementary agreements shall be recorded in writing in the offer and the order confirmation. With the exception of the managing directors or authorised signatories, our employees are not entitled to make any verbal agreements deviating from these.
(2) The written order confirmation is binding for the acceptance of an order. An order can be accepted by us up to 10 days after receipt at the latest. The customer may revoke the order if no order confirmation has been received from us within 2 weeks of placing the order at the latest. A later revocation is only possible in a separate agreement and under consideration of the costs incurred up to then.
(3) We are not responsible for errors caused by defective orders.
(4) We reserve the title or copyright to all offers and cost estimates made by us as well as drawings, illustrations, calculations, brochures, catalogues, models, tools and other documents and aids made available to the customer. Without our express consent, the customer may not make these objects accessible to third parties, disclose them, use them himself or through third parties or reproduce them, either as such or in terms of content. At our request he must return these items to us in their entirety and destroy any copies made if they are no longer required by him in the ordinary course of business or if negotiations do not lead to the conclusion of a contract..
(5) Our information on the subject matter of the delivery or service (e. g. weights, dimensions, utility values, loading capacity, tolerances and technical data) and our representations of the same (e. g. drawings and illustrations) are only approximate. They are not guaranteed characteristics, but descriptions or markings of the delivery or service.
(6) The suitability test of our products for the specific application is the responsibility of the customer. Any liability on our part in this respect is excluded. Consultations by our employees are carried out to the best of our knowledge and belief.

§ 3 Prices and terms of payment

(1) Our prices shall apply to the scope of services and deliveries specified in the order confirmations. Additional or special services will be charged separately. The prices are quoted in EURO ex works excluding freight and packaging, the statutory value added tax, in the case of export deliveries plus customs duties as well as fees and other public charges.
(2) Payments must be made in accordance with the order confirmation within the agreed payment period (e. g. 30 days). The date of receipt by us shall be decisive for the date of payment. In the event of default in payment, we reserve the right to charge interest on arrears in the amount of the bank interest customary at the time.
(3) A set-off with counterclaims of the client or the retention of payments due to such claims is only permissible if the counterclaims are undisputed or legally established.
(4) We reserve the right to execute or render outstanding deliveries or services only against advance payment or provision of security if, after conclusion of the contract, we become aware of circumstances which call into question the creditworthiness of the customer and which endanger the payment of our outstanding claims by the customer under the respective contractual relationship.

§ 4 Delivery and delivery time

(1) Our deliveries are always made ex works, unless otherwise agreed in writing.
(2) Delivery dates for deliveries and services stated by us are always approximate unless they have been expressly guaranteed in writing and refer to the time of handover to the forwarding agent, carrier or other third party commissioned with the transport.
(3) Delays in delivery for which we are not responsible, in particular due to force majeure, strikes or unforeseeable events (e. g. operational disruptions at our premises or those of our suppliers, lawful lockouts, shortages of labour, energy or raw materials, transport accidents, etc. ) shall extend the agreed delivery period accordingly. A withdrawal of the buyer or claims for damages due to delay are excluded. If such events make delivery or performance substantially more difficult or impossible for us and the hindrance is not only of a temporary nature, we shall be entitled to withdraw from the contract. If acceptance of the delivery or service cannot be reasonably expected of the customer as a result of the delay, he may withdraw from the contract by immediate written declaration to us.
(4) We are entitled to make partial deliveries.

§ 5 Place of Performance, Transfer of Risk and Ownership, Packaging

(1) Place of performance for all obligations arising from the contractual relationship is our registered office in 50321 Brühl.
(2) The risk shall pass to the customer at the latest when the delivery item is handed over to the forwarding agent, carrier or other third party appointed to carry out the shipment. This shall also apply if partial deliveries are made. If dispatch or delivery is delayed as a result of circumstances for which the Customer is responsible, the risk shall pass to the Customer from the day on which the delivery item is ready for dispatch and the Customer has been notified of this. Storage costs after transfer of risk shall be borne by the customer.
(3) We reserve title to all delivery items until full payment of all claims arising from the business relationship (reservation of title). If the goods owned by us are inseparably combined or processed with other objects, the purchaser hereby assigns to us his (co-)ownership rights to the new object. For the duration of the retention of title, the goods shall be insured by the customer against fire, theft and other damage in accordance with the value of the goods. Proof shall be furnished to us upon request; all claims arising from this insurance shall already now be assigned to us.
(4) The mode of dispatch and packaging shall be subject to our dutiful discretion.

§ 6 Warranty and material defects

(1) The warranty period is 12 months from the date of delivery or acceptance by the customer. Wear parts are excluded from the warranty.
(2) The delivered items must be carefully inspected immediately after delivery to the customer or to a third party designated by the customer.
(3) Complaints regarding the delivery quantity or execution must be made in writing immediately upon receipt of the goods, but no later than 1 week after acceptance of the goods.
(4) At our request, a delivery item complained about shall be returned to us carriage paid. In the event of a justified complaint, we shall reimburse the costs of the cheapest shipping route.
(5) In the event of material defects of the delivered items, we shall assert our warranty claims against the manufacturers and suppliers if necessary and assign them to the customer. Warranty claims against us for such defects shall only exist if
a. the judicial enforcement against the manufacturer and supplier, for example due to insolvency, is futilet
b. we have not complied with our duty of care
c. our service is responsible for the defect.
(6) In any case, we shall be entitled to repair or replace the delivery within a reasonable period of time.
(7) The warranty does not apply if the customer changes the delivery item or has it changed by third parties without our consent.

§ 7 Liability

(1) Claims for damages are excluded regardless of the type of breach of duty, unless intentional or grossly negligent action is present.
(2) Insofar as we provide technical information or act in an advisory capacity, this is done free of charge and to the exclusion of any liability.
(3) The above exclusions and limitations of liability shall apply to the same extent in favour of our organs, legal representatives, employees and other vicarious agents.
(4) The limitations of this § 7 do not apply to our liability due to intentional behaviour, due to injury to life, body or health or according to the Product Liability Act.

§ 8 Patent rights

(1) In the event of infringements of rights by products of other manufacturers supplied by us, we may assert claims against the manufacturers and sub-suppliers for the account of the customer or assign them to the customer. Claims against us do not exist in these cases.
(2) In the event of liability for simple negligence, our liability for damages to property and personal injury is limited to an amount of EUR 500,000. 00 per claim, even if it is a breach of essential contractual obligations. If the customer infringes foreign patent or industrial property rights, he shall be liable for the damage incurred by us as supplier.

§9 Final provisions

(1) Place of jurisdiction for all disputes is exclusively the local court in 50321 Brühl. Each contract concluded by us is also subject to the law of the Federal Republic of Germany.
(2) Our general terms and conditions are also binding for both parties if one or the other provision should remain ineffective due to mandatory statutory provisions or agreements.