GENERAL TERMS AND CONDITIONS

Delivery and payment terms of PURATEK GmbH (valid from 01.01.2013)

The basis of a permanent and lasting business relationship are not delivery and payment terms, but cooperation and mutual trust. However, we can not avoid regulation of some points deviating or supplementing the legal provisions that must apply in the rest, in all delivery transactions with our customers in our delivery and payment terms, whilst we reject in the same time hereby expressly order conditions of our customers even in advance for all future transactions.



I. General


The following delivery and payment terms apply to the entire business relationship with our customers. The buyer acknowledges these in relation to this contract and also to all future transactions as binding on him. Each deviating agreement requires our written confirmation, e.g. conclusion of a contract according to VOB (German construction contract procedures). Deviating purchase conditions of the customer, which we do not acknowledge explicitly in writing, are not binding on us. The following sales conditions also apply if we fulfill the buyer's order unconditionally being aware of conflicting or deviating conditions of the buyer.


II. Offer and Conclusion

 

  1. Our offers are always provisional and non-binding. We reserve ownership rights and copyrights as well as other proprietary rights for cost estimates, drawings and other documents; and they should not be disclosed to third parties and, if the order is not issued, returned immediately upon request.

  2. At the customer's desire, the pre-made drafts, designs and cost estimates will be charged at cost price if an order does not take place.

  3. An examination whether the information and documents provided to us by the buyer or a third party are accurate, can not be imposed on us. By accepting our order confirmation or return of our drawings, etc., with or without the buyer’s notice of approval, the buyer assumes responsibility for the accuracy of his order.

  4. If after more than 4 months from the contract conclusion or the offer increases of salary and wage, general material prices, increases in taxes, etc. occur, we shall be entitled to a corresponding increase in price or to the contract cancellation.

  5. Each delivery shall be deemed as business, any discrepancies at individual deliveries remain without effect on the others.

  6. For purchases on call, we are not obliged to hold stock; it must be given a reasonable deadline for us. Call orders must be taken within one year after confirmation, otherwise we will be free to cancel the rest and to provide calculation for the residue.

 

III. Delivery Terms

  1. Delivery terms or deadlines that are not expressly agreed as binding are exclusively non-binding data. The delivery time specified by us begins only when the technical issues have been cleared. Likewise, the buyer has to fulfill all his obligations properly and in time.

  2. If at the base sales contract it concerns to a firm bargain within the meaning of § 286 II, No. 4 of the Civil Code or § 376 of the German Commercial Code, we shall be liable according to the legal regulations. The same shall apply if the buyer, in result of our delayed delivery for which we are responsible, is entitled to withdraw his interest in the further performance of the contract. In this case our liability shall be limited to foreseeable, typically occurring damage if the delivery delay is not caused by our deliberate breach of contract, at that guilt of our representatives or authorized agents is attributable to us. Likewise, we shall be liable before the buyer for late delivery in accordance with the legal provisions, if this is due to our willful or grossly negligent breach of contract, at that guilt of our representatives or authorized agents is attributable to us. Our liability shall be limited to foreseeable, typically occurring damage, if the delivery delay is not caused by our deliberate breach of contract.

  3. In the event that the delay in delivery bases on our culpable breach of an essential contractual obligation, and at that guilt of our representatives or authorized agents is attributable to us, we shall be liable according to the legal provisions, provided that in this case the liability for damages is limited to the foreseeable, typically occurring damage.

  4. Any further liability for delay in delivery caused by us shall be excluded. Further legal claims and rights of the buyer, which belong to him in addition to his claim for damages due to a delay in delivery caused by us, remain unaffected.

  5. If the buyer delays acceptance, we shall be entitled to demand compensation for the resulting damages and any additional expenses. The same shall apply if the buyer culpably breaches obligations to cooperate.

  6. We shall be entitled at any time to partial deliveries, if this is reasonable for the customer.



IV. Transfer of Risks and Shipment

  1. The shipment shall take place always at the expense and risk of the buyer.

  2. We shall not accept transport and all other packagings according to the Packing Regulations, except of pallets. The buyer shall be responsible for disposal of the packaging at his own expense.

  3. The risk shall pass to the buyer, even if free delivery has been agreed: upon notification of readiness for shipment, before loading of the delivery parts in our factory, even if delivery is delayed at the request of the customer.

  4. If shipment or delivery is delayed at the request of the customer, then, beginning one month after notification of readiness for shipment, a storage fee of ½ per cent of the invoice amount will be charged to the customer for each begun month; the storage value shall be limited to 5 per cent of the amount, unless higher expenses will be detected.

  5. The delivered goods, even if they have minor complaints, must be accepted by the customer. Partial deliveries are permissible.

V. Installation and Assembly

  1. At its own expense, the customer shall arrange and provide in due time:
    a) assistance team such as helpers and other skilled workers in the required number
    b) any excavation, foundation, construction and scaffolding works and other additional works including necessary materials.
    c) devices such as hoists, as well as consumer goods, auxiliary and working materials, etc. required for installation and commissioning.
    d) heating, lighting and production energy including the necessary connections to the point of use.
    e) sufficiently large, suitable, dry and lockable rooms and adequate working and recreation rooms for storage of machine parts, materials, tools.

  2. Before beginning of assembly, the delivered parts required for starting of installation must be in place, and all masonry, carpentry and other preparatory works must be advanced so far prior to the installation that the installation can be started immediately after arrival of the installers and can be carried out without interruption. In particular, the access roads and the placement location must be leveled at floor level and cleaned, in case of interior installation the wall and ceiling plaster must be fully finished, doors and windows must be installed.

  3. If the start of work is delayed due to circumstances on the site beyond our control, the customer shall bear all costs for waiting time and additional required travels of fitters.

  4. The fitters must certify to the customer weekly, to the best of their knowledge and belief, the working time, and hand over a written confirmation of the installation completion immediately. We shall be free to appoint suitable subcontractors in case of need.

  5. We shall be liable only for proper handling and installation of the delivered goods, not for the works of our authorized agents, so far as they are not related to the delivery and installation, as well as they are arranged by the customer.



VI. Liability for Delivery Defects

  1. The buyer’s claims for defects shall be valid only if the buyer has fulfilled his inspection and complaint obligations according to § 377 of the German Commercial Code. Wearing parts are generally excluded from the warranty.

  2. In case of justified claims when viewed, we shall be obliged, with the exception of the buyer’s rights to withdraw from the contract or to reduce the purchase price (reduction) to eliminate the defect, unless we will have the right to refuse the defect elimination in accordance with the law. The buyer should provide us with a reasonable time to eliminate the defect. Elimination of the defect can occur at buyer’s choice by eliminating the defect (correction) or by delivery of a new product. In the case of the defect elimination, we shall bear the necessary costs, unless they do not increase, because the subject of the contract is in place other than the place of performance. If the defect elimination has failed, the buyer, at its option, may require a reduction of the purchase price (reduction) or state about his withdrawal from the contract. At the second failed attempt, the defect elimination shall be considered as failed, if under the subject of the contract the further attempts to eliminate defects are appropriate and acceptable to the buyer. The buyer can make a claim for compensation under the following conditions due to a defect only when the defect elimination failed. The buyer's right to make a subsequent claim for damages under the following conditions shall remain in force.

  3. The warranty claims of the buyer shall expire one year after delivery of the goods to the buyer, unless we have fraudulently concealed the defect, in this case the legal regulations shall apply.

  4. Regardless of the following limitations under the legal provisions, we shall be liable for damage to life, body or health based on a negligent or willful breach of duty by us, our legal representatives or our authorized agents, as well as for damages covered by liability under the Product Liability Act. For damages that are not covered by sentence 1 and are based on intentional or grossly negligent breach of contract and malice by us, our legal representatives or our agents, we shall be liable according to legal regulations. However, in this case, the liability for damages shall be limited to foreseeable, typically occurring damage, if we, our legal representatives or our agents have not acted intentionally. In the extent to which we have given warranty of quality and/or durability for the goods or any parts thereof, we shall be also liable under this warranty. For damages based on the lack of guaranteed quality or durability, but does not directly affect the goods, we shall be liable only if the risk of such damage is clearly covered by the guarantee of quality and durability.

  5. We shall be liable also for any damages that we have caused by simple negligent breach of such contractual obligations, fulfillment of which allows the proper execution of the contract and on observance of which the buyer always relies and may rely. However, we shall be liable only if the damages are typically associated with the contract and are foreseeable.

  6. A further liability shall be excluded regardless of the legal nature of the asserted claim; this particularly applies to tort claims or claims for compensation of vain expenses in lieu of performance. Insofar as our liability is excluded or limited, this also applies to the personal liability of our employees, workers, staff, representatives and authorized agents.

  7. The damage claims of the purchaser due to a defect shall expire one year from the date of delivery of the goods. This does not apply in the case of damages to life, body or health caused by us, our legal representatives or our agents, or if we or our legal representatives acted intentionally or with gross negligence, or our usual agents have acted willfully.



VII. Reservation of Title and Extended Pledge

  1. Our delivery shall be carried out only under retention of title. The property shall not pass to the buyer until he has paid all his obligations arising from our business relationships. This applies even if the purchase price for deliveries of the goods specified by the buyer is paid.

  2. In the case of the current account, the reserved property right serves as security for our claims on the balance amount receivable. Treatment or processing of the goods supplied by us and still being in our ownership shall be always carried out on our behalf without incurring liability on our part. If the goods supplied by us is mixed or combined with other goods, then the buyer already now assigns to us its right of ownership or a right of common ownership for the mixed property or for the new goods and shall keep it for us with the proper commercial good faith. The buyer shall have the right to alienate or to dispose the delivered goods in the ordinary course of business activity as long as he does not delay the payment. Pledge or transfer of the ownership right to the creditor is prohibited to him. The buyer should notify us immediately of the arrest of the property or any other violation of our rights by third parties, so that we can fulfill our property rights. If a third party is unable to compensate us the resulting judicial or extrajudicial costs, the responsibility shall be born by the buyer.

  3. If the buyer alienates the goods supplied by us – regardless of their state, alone or with other goods – he should now assigns to us the claims that may arise as a result of the alienation to his clients with all additional rights, until full payment of all our claims. At our request, the buyer shall be obliged to notify the sub-purchasers of the assignment and give us the information necessary for implementation of our rights with respect to sub-buyers, and to hand over the documents. He can not enter into any contractual agreements with his client, which restrict our rights. If the value of our securities exceeds our claims on the supply by more than 10% in total, we are required to assign these back at the buyer’s request. The buyer shall be authorized to reclaim the assigned claims. However, we reserve the right to revoke this authorization at any time.

  4. As a result of the debt obligation arising out of the order, we shall own a contractual pledge right on the subject of the order. We shall be authorized to sell the pledged property being at our disposal with no middlemen involved. If we use our right to sell the pledged property, then will be sufficient written notice of the foreclosure sale threat to the last known address of the client, if it is impossible to ascertain a new address by inquiries in the information bureau.

 

VIII. Payment Terms

 

  1. At the order value up to € 15.000,-- the amount is due within 30 days of the invoice date net
      
  2. At the order value from € 15.000,-- the payment have to made as follows: 30% advance payment at order
    60% after delivery, mounting or notification of readiness to delivery net
    10% after commissioning, transfer of risks

    Repair or wage works are always payable immediately net cash.
    Checks and accept orders are accepted, the latter only on the basis of special payment arrangements. Exchange and discount charges according to the rates of the banks shall be borne by the buyer.

    The buyer can implement a right of retention only if it is based on the same contractual relationship. The buyer shall be entitled to offset only if we have recognized the counterclaim or it has been legally established.

  3. If the buyer delays the payment of an invoice, the deferred liabilities are due immediately.

  4. If after the contract conclusion we become aware of circumstances, which imply a significant deterioration in the economic situation of the buyer, we may require advance payment of an appropriate size or withdraw from the contract.

 

IX. Place of Jurisdiction/Place of Performance/Applicable Law

Place of jurisdiction and performance shall be Hof, as far as the customer is a merchant within the meaning of Commercial Code. The relations between the parties shall be governed exclusively by the laws applicable in the Federal Republic of Germany.

X. Validity

Should any clause be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions. Furthermore, invalid or unenforceable clause shall be substituted by valid or enforceable one that meets the business and general provisions as far as possible.


PURATEK Anlagentechnik GmbH
Thölauer Straße 16 - D-95615 Marktredwitz
Tel: +49 (0) 9231/98 60 60 - Fax: 09231/98 60 677

Representatives: Josef Mayer (Director)
Phone: +49 (0) 9231/98 60 60 - Fax: +49 (0) 9231/98 60 677
Email: info@puratek.de - Internet: www.puratek.de

Registry entries:
Register Court Hof, HRB-No. 2208
Turnover tax payer identification number DE 167 283 694