General Business Terms

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General Terms and Conditions of FELLER ENGINEERING GmbH Revision 11.2019

1. General

Our General Terms and Conditions shall apply to all current and future shipments and other services.
They shall apply exclusively and only vis-a-vis entrepreneurs as defined in Section 14 of the German
Civil Code (BGB) with whom we enter a business relationship (hereinafter referred to as “buyer”). We
do not accept deviating or opposing terms and conditions of the buyer unless we acknowledge the
applicability of such in writing. To be valid, oral agreements and supplemental contractual agreements
must be confirmed in writing.
Our General Terms and Conditions shall apply even if we execute the shipment to the buyer unconditionally
even though we are aware of the opposing or deviating terms and conditions of the buyer.

2. Quotations

Our quotations are subject to confirmation. We reserve the right to perform technical changes to our
products and to change the shape and colour to the extent that the buyer can reasonably be expected
to accept such. Unless specified otherwise, the prices in our quotations are valid for 3 months.

3. Order Acceptance

Purchase orders and other orders are binding for the buyer. We may accept the purchase order or
order, which constitutes an offer of contract, within two weeks after we receive it. For us, it shall be
binding only upon express written acceptance (order confirmation). No order confirmation is required if
we provide the shipment or service without delay.

4. Prices and Payment Terms

(1) Our prices are quoted exclusive of VAT, ex warehouse, without packaging costs, freight costs,
and any customs duties. All prices and ancillary costs, especially freight costs, will be calculated
on the basis of our price list that is valid at the time of conclusion of the contract. The deduction
of cash discount is subject to express agreement.
(2) The VAT will be presented separately in the invoice in the statutory amount on the date the invoice
is issued.
(3) We reserve the right to change our prices to a reasonable extent if price changes of our upstream
suppliers should become effective after the conclusion of the contract.
(4) Should the buyer retroactively request changes to standard or custom-made products, the buyer
shall bear the costs incurred.
(5) Payments shall be made within 14 days, subject to a cash discount of 2%, or within 30 days of
the invoice date without any deductions. Prepayment-invoices has to be payed without reductions.
Payments will only be deemed paid on the date on which the seller has access to the
complete invoice amount without any loss. If the buyer is in arrears, we may change default interest
amounting to 8 percentage points over the applicable base interest rate of the European
Central Bank. This does not affect our right to assert a higher damage due to the delay.
(6) The buyer is not permitted to assert lien and/or to offset, regardless for what reason.
(7) All our claims shall be due immediately and any time allowed for payment shall be obsolete if the
payment deadline of a claim is not complied with or if the buyer is in arrears or if the institution of
insolvency proceedings is requested for the buyer’s assets or if the buyer makes a declaration in
lieu of an oath concerning the buyer’s assets. In these cases, we may also make any outstanding
shipments conditional upon advance payments or the furnishing of collateral.
If the advance payment is not made or the collateral is not furnished by the end of a reasonable
grace period, we may withdraw from the contract.
(8) Irrespective of any instructions of the buyer to the contrary, we may first offset the buyer’s payments
against older debts, then against any costs already incurred, then against interest, and finally
against the principal claim. We may also assign our claims.
(9) Partial shipments may be invoiced according to the respective scope of performance.
(10) In spite of individually defined conditions of payment, shipment for new customers will only occur
by cash or after payment in advance.
(11) As a matter of principle, software and licences will only be shipped against advance payment.

5. EU Import VAT

(1) If the buyer is domiciled outside the Federal Republic of Germany, the buyer shall comply with
the import VAT regulations of the European Union. The buyer shall communicate the buyer’s
VAT ID and any changes to the VAT ID to us without being prompted to do so. Upon request,
the buyer shall provide information on the buyer’s status as entrepreneur, on the use and
transport of the supplied goods, and on the statistical notification obligation.
(2) Furthermore, the buyer shall reimburse us for any expenses and costs that we may incur due to
missing or faulty information concerning the import VAT.
(3) We do not accept any liability for the consequences of missing or faulty information of the buyer
concerning the import VAT, unless we are guilty of intent or gross negligence.

6. Shipment, Delivery Time

(1) In the case of buyer-specific custom-made products, the seller reserves the right to ship 5%
more or less than ordered.
(2) Specified delivery dates and the beginning of the delivery times specified by us are subject to
the condition that our upstream suppliers supply us correctly and in due time. This shall only apply
in case we are not responsible for the non-delivery, especially in the case of a congruent
cover transaction with our upstream supplier. We will inform the buyer without delay of the unavailability
of the service. In the event of force majeure and all unforeseeable hindrances beyond
the influence of the seller, the delivery period shall be duly extended, even if a delay is already
on hand. Furthermore, our compliance with our delivery obligation depends on the timely and
due fulfilment of the contract by the buyer. We reserve the defence of non-fulfilment of the contract.
(3) The seller may deliver partial shipments for orders placed.
(4) If the buyer is in default of acceptance or if the buyer violates other cooperation obligations, we
may demand compensation for any resulting damage.
(5) If the underlying purchase contract is a firm deal as defined in Section 323 (2) no. 2 of the German
Civil Code (BGB) or Section 376 of the German Commercial Code (HGB), we shall be liable
according to the statutory provisions. We shall also be liable according to the statutory provisions
if, as a result of a delay in delivery for which we are responsible, the buyer is entitled to
assert that his interest in the further fulfilment of the contract has become obsolete. In any case,
our liability shall be limited to the foreseeable damage as is typical for this type of contract.
(6) Furthermore, we shall be liable according to the statutory provisions if the delay in delivery is
caused by an intentional or grossly negligent breach of contract for which we are responsible. If
the delivery delay is not caused by an intentional breach of contract for which we are responsible,
our liability shall be limited to the foreseeable, typical damage.
(7) We shall also be liable according to the statutory provisions if the delay in delivery for which we
are responsible is caused by the culpable breach of a material contractual obligation; in this
case, however, the liability for damages shall be limited to the foreseeable, typical damage.

7. Dispatch, Risk Transfer

(1) Shipments are made from our warehouse for the account and at the risk of the buyer, unless
otherwise provided in the order confirmation. If delivery free domicile is agreed, this shall not affect
the risk transfer.
(2) The risk shall be transferred to the buyer when the purchased goods are submitted to the carrier
or leave our warehouse for the purpose of dispatch. If the dispatch is delayed due to circumstances
for which the buyer is responsible, the risk shall be transferred to the buyer as soon as
the buyer is informed that the goods are ready for dispatch. In this case, the purchase price or
other consideration shall be due as soon as the goods are ready for dispatch.
(3) Packaging and freight costs are presented separately in our invoices and are charged in the
amount of 1.5% of the goods value, at least €15.00. Special agreements may be made. At the
request and cost of the buyer, we will take out transport insurance for the shipment.
(4) Unless agreed otherwise, the buyer may determine the dispatch route and means at his own
discretion. We do not take back our packaging, as it is special packaging.

8. Warranty for Defects

(1) As a matter of principle, only the product description of the manufacturer shall be deemed
agreed as properties of the goods. Public statements, recommendations, or advertising of the
manufacturer do not constitute any contractual specification of properties of the goods.
(2) In view of the ongoing technical further development and improvement of our products, we reserve
the right to change the design and type compared to the information presented in our various
prints, provided that this does not impair the value of the products offered.
(3) Our warranty for defects of our products only covers substantiated manufacturing and/or material
defects. Our warranty shall apply only if our operating instructions are fully complied with. Our
liability does not cover damage due to normal wear and tear, improper use, operating errors,
mechanical, chemical, electrochemical, electromagnetic, electrical, or physical impact, and improper
(4) The buyer shall report any obvious defects to us in writing within two weeks of the receipt of the
goods; otherwise, warranty claims will not be accepted. To comply with the deadline, timely dispatch
in the original or equivalent packaging is sufficient. The buyer shall have the full burden of
proof for all conditions for claims, especially for the defect itself, for the time of detection of the
defect, and for the timeliness of the defect report. If the buyer asserts defects within the one-year
warranty term, which shall begin from the risk transfer, we will provide replacement pursuant to
(5) to (10) of this section.
(5) In the case of defects of the goods, we will first fulfil our warranty obligation in the form of rectification
or replacement, as we may choose (supplementary performance).
(6) Should the supplementary performance fail, the buyer may, as a matter of principle, request reduction
of the consideration or cancellation of the contract (withdrawal), as the buyer may
choose. However, the right of withdrawal is excluded for minor infringements of contracts, especially
in the case of insignificant defects.
(7) If the buyer decides to withdraw from the contract following a failed rectification attempt, the
buyer cannot claim damages for the reported defect.
(8) If the buyer claims damages after failed rectification, the goods shall remain at the buyer, if this
can reasonably be expected from the buyer. The damages shall be limited to the difference between
the purchase price and the value of the defective purchased goods. This shall not apply if
we maliciously caused the breach of contract.
(9) Should our inspection reveal that the complaint is unfounded or not to be borne by us, the rectification
or replacement will be charged for. We do not accept third-party repair costs.
(10) All further rights against the seller due to defects of quality and title are excluded to the extent
that the respective reasons or amounts are not normally covered by a liability insurance. This
shall not apply if liability is mandatory due to intent or gross negligence of the seller, the seller’s
legal representative, or the seller’s agents.

9. Property Rights

(1) If permissible and if nothing else is agreed, we do not guarantee that the goods delivered by us
do not violate third-party property rights. The buyer shall inform us without delay in case he
learns of such violations or if the buyer receives complaints about such violations. If the delivered
goods were built according to the plans or instructions of the buyer, the buyer shall indemnify
us against all claims that may be asserted due to the violation of third-party property rights.
Due advance payments shall be made on any legal costs.
(2) Any figures, photographs, drawings, wiring diagrams, software, etc. accompanying our quotations
or shipments remain our property and shall not duplicated or made available to third parties
in any form without our prior written consent.

10. Software

(1) The buyer is granted a non-exclusive, non-transferable right to use the programs and the associated
documentation and any retroactive supplements together with the products for which the
programs are delivered. The seller retains all other rights to the programs and the documentation
including the copies and retroactive supplements. The buyer shall ensure that these programs
and documentation are not made accessible without the prior approval of the seller. As a
matter of principle, copies may only be made for archiving purposes as replacement or for troubleshooting
purposes. The surrender of source code is subject to separate written agreement. If
the originals bear a copyright mark, this mark of the seller shall also be applied to the copies.
Unless otherwise agreed, the right to use the software will be deemed granted upon order confirmation
and delivery of the programs, documentation, and retroactive supplements.
(2) In addition to the above explanations and those under section 8 “Warranty for Defects”, the buyer
is hereby informed that according to the current state of development, the possibility of errors
in the hardware and software programs cannot be fully excluded. We do not guarantee any particular
properties of the hardware and software programs or their suitability for customer purposes
or needs. We do not accept any liability for the recovery of data, unless we caused their loss
by gross negligence or intentionally. The buyer shall ensure that these data can be reconstructed
with a reasonable effort from data material stored in machine-readable form.

11. Limitation of Liability

(1) In the case of slightly negligent breaches of obligations, our liability shall be limited to the direct
average damage that is foreseeable for the type of our performance and that is typical for this
type of contract. Our liability is excluded in the case of slightly negligent breaches of immaterial
contractual obligations.
(2) To the extent that our liability is excluded or limited, this shall also apply to the personal liability
for damages of our employees, staff members, representatives, and agents.
(3) The aforesaid limitation of liability does not apply to claims of the buyer under the German Product
Liability Act (ProdHaftG), to claims due to injury to body and health, or in the event of death
of the buyer.

12. Lien

(1) We retain a lien on purchased goods until all payments from the business relationship with the
buyer have been received.
(2) The buyer shall treat the purchased goods with care. In particular, the buyer shall, at the buyer’s
own expense, insure the goods at the replacement value against damage from fire, water, and
theft. As long as the buyer complies with his contractual obligations from the business relationship
with us, the buyer may dispose of the goods owned by us in the course of the buyer’s normal
(3) In the event of seizure or other third-party access, the buyer shall notify us in writing without delay
in order to enable us to take judicial action. If the third party is unable to reimburse us for the
judicial and extrajudicial costs of legal action pursuant to Section 771 of the German Civil ProGTC
cedure Code (ZPO), the buyer shall be liable for the loss we incur.
(4) In the event of breaches of contract by the buyer, especially in the event of delayed payment or
breach of an obligation pursuant to (2) and (3) of this section, we may withdraw from the contract
and demand the goods to be surrendered. In the latter case, the buyer irrevocably grants the
seller permission to access the buyer’s facilities and take away the goods, which shall not be
considered as trespassing.
(5) The buyer may resell the purchased goods in the course of the buyer’s normal business; however,
the buyer proactively assigns to us all claims amounting to the final invoice value (including
VAT) of our claim that the buyer gains from the resale against the buyer’s customers or third parties,
regardless of whether the purchased goods have been resold without or after processing.
The claim that the buyer proactively assigns to us also includes the recognised balance and the
“causal” balance in the event of insolvency of the buyer. The buyer remains authorised to collect
this claim even after the assignment. This does not affect our entitlement to collect the claim directly.
However, we undertake not to collect the claim as long as the buyer fulfils his payment
obligations from the proceeds received, is not in arrears, and, in particular, no request for institution
of insolvency proceedings has been filed and the customer has not discontinued payments.
If this is the case, we may request the buyer to disclose the assigned claims and their debtors to
us, provide all information needed for the collection, surrender the associated documents, and
inform the debtors (third parties) of the assignment.
(6) The processing or alteration of the purchased goods by the buyer always takes place on our
behalf. If the purchased goods are processed with other items that do not belong to us, we shall
become co-owner of the new goods in the ratio of the value of the purchased goods (final invoice
value including VAT) to the other processed items at the time of the processing. Moreover,
the goods that result from the processing shall be subject to the same provisions as purchased
goods delivered subject to lien.
(7) If the purchased goods are inseparably blended with other items that do not belong to us, we
shall become co-owner of the new goods in the ratio of the value of the purchased goods (final
invoice value including VAT) to the other blended items at the time of the blending. In case the
blending take place in such a way that the goods of the buyer must be considered as the main
goods, the parties hereby agree that the buyer shall transfer pro-rata co-ownership to us. The
buyer shall keep the sole property or joint property that arises in this way on our behalf.
(8) We undertake to release collateral that we are entitled to at the request of the buyer in case the
realisable value of our collateral exceeds the collateralised claims by more than 10%; we may
determine the collateral to be released at our own discretion.

13. Place of Jurisdiction, Place of Performance, Applicable Law

(1) The courts responsible for the seller shall have jurisdiction over all disputes with registered merchants
as defined in the German Commercial Code (HGB), legal entities under public law, or
funds under public law. The same place of jurisdiction shall apply if the buyer does not have any
general domestic place of jurisdiction, if the buyer relocates the buyer’s domicile or general
place of residence abroad, or if the buyer’s domicile or general place of residence is not known
when the charges are filed. However, we may also file charges at the domicile of the buyer.
(2) The location of our headquarters is the place of performance for our shipments and services as
well as for the payments of the buyer.
(3) These business relationships and all legal relationships between us and the buyers shall be
governed by the laws of the Federal Republic of Germany. The Uniform Law on the International
Sale of Goods (ULIS), the Uniform Law on the Formation of Contracts for the International Sale
of Goods (ULF), and the UN Convention on Contracts for the International Sale of Goods (CISG)
shall not apply.
(4) The German version of these General Terms and Conditions shall apply. Versions in other languages
are for information only.

14. Severability

Should individual provisions of the contract with the buyer including these General Terms and
Conditions be or become fully or partly invalid or should the contract have a gap, this shall not
affect the validity of the other provisions. The invalid provision or the gap shall be replaced or
filled with a suitable provision that, if legally possible, comes as close as possible to what the
parties intended or would have intended under consideration of the purpose of the contract, had
they thought of the issue.