Terms and Conditions of Purchasing and Delivery of Johannes Steiner GmbH & Co KG

I. General
All business transactions between the supplier and Johannes Steiner GmbH & Co KG shall be exclusively governed by the following terms and conditions. Any conflicting terms and conditions in the supplier's order confirmation are only valid if they have been confirmed by us in writing. A lack of response does not imply consent.


II. Contract conclusion
The acceptance of this order must be confirmed in writing immediately. The contract is only concluded after the declaration of acceptance has been received and is in agreement with our order. This also applies if we do not make any objections in spite of a lack of agreement with the order. A lack of response does not imply consent.


III. Documents
Any drawings, models, samples or other documents that we have submitted must be returned to us, with notification, on delivery at the latest. Parts supplied to us shall not be sent to other companies as goods or samples.


IV. Prices
Unless expressly agreed otherwise, all prices are understood as fixed and include packaging and free delivery to our works.


V. Delivery period
The delivery periods we specify in the purchase order are binding. We are not obliged to grant a grace period should this period be exceeded.


VI. Duty to communicate
The mutually agreed delivery deadline must be observed. You must notify us immediately should you foresee any difficulties in production or material procurement or if there are any circumstances outside your sphere of influence that could prevent timely delivery in the specified quality.


VII. Delivery
Goods must be shipped by lorry, rail or post, whichever is the cheapest, and with two delivery notes. Any expenses arising due to an incorrect or inaccurate declaration are to be paid by the vendor. Our shipping requirements must be strictly followed. All consignments are shipped on account.
Deliveries larger or smaller than the amount ordered are permitted up to max. 5%. For surplus deliveries above this limit, we reserve the right to change the due date of the invoice or to return the surplus goods.


VIII. Invoicing
Two copies of the invoice are to be sent immediately after delivery.


IX. Payment
If not expressly agreed otherwise, the terms of payment are as follows:
a 3% discount will be applied to invoices dated from 1st to 15th of the month that are paid on the 31st of the current month and to invoices dated from 16th to 31st that are paid on the 15th of the following month; otherwise 60 days net.


X. Notice of defects
We reserve the right to submit a notice of defects until the delivered goods have been completely utilised or processed and also after utilisation by our customers. The supplier waives the right to object on the basis of an "unlawful complaint".
Any processing costs arising from delayed identification of material faults must be reimbursed to us by the vendor. The correction of faults as well as replacement deliveries must be performed free of all costs at the place of use.


XI. Place of Performance and Court of Jurisdiction
The Place of Performance and the Court of Jurisdiction for all claims arising from business dealings is Wehingen. The Court of Jurisdiction for all legal disputes relating to delivery transactions and the processing of bills of exchange and checks is the local court of Spaichingen or the regional court in Rottweil.


XII. German Law
In all other matters German law shall apply. Unless not stated otherwise by the above terms and conditions, statutory regulations apply. The above terms and conditions do not prejudice our statutory rights.


XIII. Miscellaneous
Our Order Number or Article Number must be stated on all correspondence and forms (delivery note, invoice, order confirmation).


XIV. Severability clause
Should any of the individual provisions of this contract prove invalid now or in future, this shall not affect the validity of the remaining provisions. The parties are obliged to replace the invalid provision by a valid provision which comes as close as possible to the intended purpose of the invalid provision.

  GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY
I. General provisions


1. The terms and conditions herein will exclusively prevail for all offers, deliveries and services rendered by Johannes Steiner GmbH & Co KG (hereinafter referred to as the “Supplier”), unlessotherwise specifically agreed upon in writing.


2. Any possible purchase prescriptions by the Ordering Party that may differ, diverge or depart fromthe Supplier’s terms and conditions and from any ultimately unrestricted legal or statutory policies and procedures compliant to German law, are hereby rejected and remain unacknowledged by the Supplier, irrespective of whether the Supplier makes any further specific objections to said differences, divergences or departures, or not.


3. Should any one of the single or individual provisions herein ever be held as invalid, our general terms and conditions of sale and delivery will anyway be held binding for each and every remainingprovision. The contracting parties are hereby committed to replacing said invalid provision with another equivalent, economically viable stipulation.


4. Furthermore, German law shall apply at all times. The validity of the Uniform Law of International Sales of goods and chattels is thus hereby barred.
II. Specifications subject to change
All offers, prices and miscellaneous statements and information are subject to change, unless other agreements are specifically stipulated accordingly. All data and documentation related to an offer such as figures, drawings, samples, weight and dimension specifications will be deemed as being binding only to an approximate extent, unless they are expressly stated as being binding. The Supplier shall duly retain title to and copyrights in any quote and cost estimates, drawings and overall documentations as issued, which cannot be made available to third parties. Any statement and/or information in offers and/or order confirmations issued by the Supplier occurring and/or attributable to obvious errors, in particular to evident typing and/or calculation errors, cannot be held as binding for the Supplier. An evidently intentional explication provided thereto will in fact be held as binding

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III. Scope of delivery

1. For the scope of delivery, the Supplier’s written order confirmation will be held as binding. Collateral arrangements, modifications and amendments will be deemed as being valid only if confirmed in writing by the Supplier.

2. The Supplier’s right to any constructional or dimensional changes owing to technological improvements and/or legal and statutory requirements is hereby reserved for the overall delivery period, provided that the delivery item is not modified or changed substantially and/or said changes are reasonable for the Ordering Party.

IV. Price and payment

1. Price computation is effected based on the prices held as valid on the day of delivery.


2. In the absence of any specific agreements, the prices are to be held valid ex works, i.e. packing, freight and insurance of goods in transit all excluded. The prices are additionally subject to value added tax or to a comparable tax charge as applicable in the country in which the delivery and/or
performance is taxable under applicable sales taxes.


3. Payment by way of bill(s) of exchange is subject to specific and/or special stipulations and relative bank discount and exchange expenses are to be charged to the ordering party’s account, whereupon they shall become payable immediately upon occurrence of the charge.


4. Except when otherwise stipulated, all payments will be due 10 days after delivery. The interest rate on arrears will amount to 10% per annum on top of the European Central Bank’s prime lending rate.


5. The withholding of payments or the offsetting of any payments against possible counterclaims by the ordering party that have been disputed by the Supplier, is strictly not admissible.


6. The application of limit-range prices will be deemed as being valid exclusively for and limited to the relevant order.


7. For deliveries subject to the stipulation of “free delivered” freight terms, only the plain, one-way transportation costs up to the receiving station are covered. Any additional costs occurring due to express, dispatch goods or similar will be charged to the Ordering Party.


V. Delivery lead times


1. Delivery dates and delivery deadlines will be held as binding only if they have been expressed as being binding, in writing. The ordering party is entitled to claim for time delay losses or indemnities for losses suffered in lieu of performance subsequent to unsuccessful performance of a binding delivery date or a binding delivery deadline, in the event of deliberate intent or gross negligence attributable to the Supplier, or in the event of hazards involving death or serious body and health injuries. The entitlement to claims other than claims for losses or indemnities suffered due to nonperformance,
is hereby excluded.


2. Delivery deadlines shall commence upon despatch of the order confirmation, but not before the Ordering Party has complied with providing all the documentation, materials, objects, sanctions, licences and approvals incumbent on them, further to complying with any possible payment
obligations and/or miscellaneous obligations, as duly required.


3. The delivery period shall be deemed to have been met either if the delivery items have left the factory within the expiry of the delivery deadline, or if notification on readiness for shipment has been duly given.


4. In all possible cases of force majeure or any other unforeseeable events such as e.g. insurrections, operational disturbances and breakdowns, strikes and lockouts, the stated delivery deadline shall be extended accordingly. The same shall apply in the event of delays occurring in supplies of essential materials to the Supplier, provided that it can be proven that such occurrences did have a significant impact on the completion or delivery of the delivery items and that the extension cannot actually be attributable to the Supplier.


5. In the event of non-observance of a non-binding delivery date or delivery deadline by the Supplier, the Ordering Party may demand in writing that delivery is performed by the Supplier within a reasonable grace period, provided that on their side, the Ordering Party has fulfilled all contract obligations incumbent on them. Should said grace period pass by without performance by the Supplier of the required delivery, the Ordering Party is entitled to claim for time delay losses or indemnities for losses suffered due to said non-performance only in the event of deliberate intent or gross negligence attributable to the Supplier, or in the event of hazards involving death or serious body and health injuries. The entitlement to claims other than claims for losses or indemnities suffered due to non-performance, is hereby excluded.


6. Should the delivery be extended at the request of the Ordering Party, beginning as of one month subsequent to the notification given on readiness for shipment, the Ordering Party shall be chargedwith all the expenses arising for the storage of the ready goods and amounting to a minimum of at
least 0.5% of the relative invoice amount, per month. If a reasonable grace period as set by theSupplier has passed by without retrieval of the items by the Ordering Party, the Supplier is entitled to make other arrangements for the goods and to provide for delivery performance to the Purchaser at a later date.


VI. Partial deliveries
The Supplier is entitled to performing partial deliveries of the ordered items, for which payment is required separately per the provisions of point 4 under previous article IV herein. In the event of arrears on payment of a partial delivery, the Supplier is entitled to discontinuing execution of the remainder of the items on order.


VII. Transfer of risk and acceptance

1. The risk shall pass to the Ordering Party latest upon dispatch of the ordered items, even if partial shipments are effected and/or if the Supplier has undertaken the performance of other services such as transportation costs, or delivery and installation. Upon the Ordering Party’s request and at
the Ordering Party’s expense, the Supplier can take out insurance on the ordered items to provide for coverage against possible risks incurring due to damages, transport, fire and water.


2. In the event that delivery is delayed subsequent to circumstances non attributable to the Supplier, the risk shall pass to the Ordering Party as of the day of notification on readiness for shipment whereupon at the Ordering Party’s request and at the Ordering Party’s expense, the Supplier is committed to securing that the foregoing insurance on the ordered items is extended in conformity thereof.


3. The Ordering Party is entitled to refuse acceptance of the delivered items, only if said delivered items present a considerable amount of deficiencies.


VIII. Reservation of proprietary rights – Retention of title


1. The Supplier hereby reserves each and every proprietary right and title to the delivered goods, until the Ordering Party has met the overall obligations arising due to current and future business transactions and in particular, has provided settlement of all payments due per confirmation of the current account balance.


2. However, within the scope of diligent and prudent business operations, the Ordering Party:


a) is hereby authorised to dispose of the delivered items as property of the Supplier under conditional sale, unless the Ordering Party is in payment arrears or has discontinued payments;


b) is hereby authorised to mixing or combining the delivered items as property of the Supplier with other parts or objects. The Supplier shall thus acquire joint title therein, pursuant to articles 947 and 948 of the German Civil Code;

c) is hereby authorised to processing or transforming the delivered items as property of the Supplier. Said processing or transforming will be performed without any costs or expenses being charged to the Supplier in force of the contract. In the event that the new item resulting from the foregoing processing or transformation is of a significantly higher value, the Supplier hereby acquires joint or co-ownership title in said new item, for an amount proportionally
correspondent to the value of the Supplier’s delivery items.

3. The Ordering Party is furthermore prohibited from either pawning or assigning the delivered items as collateral. The Ordering party is required to notify the Supplier immediately in the event of attachments, confiscations or other possible disposals by third parties.


4. Per the provisions of article 354a of the German Commercial Code, in case of further disposal or resale by the Ordering Party of the delivered items as property of the Supplier or of their reprocessing and/or remixing, the Ordering Party as of now transfers the amount of the claims arising in relation to their Purchaser in favour of the Supplier, up to the as yet unpaid invoice amounts plus any further interests and expenditures incurred by the Supplier in connection with the delivery items in question. The Ordering Party is hereby authorised to collecting the foregoing claim amount transferred themselves, as long as they have diligently met and performed the overall obligations arising in relation to the Supplier. Should the value of the goods subject to retention of title plus the value of any further security assigned to the Supplier exceed the claims receivable from the Purchaser by more than 20% (twenty percent), upon the Ordering Party’s demand the Supplier is hereby committed to the release thereof.


5. In the event of default in payment obligations by the Ordering Party, the Supplier is hereby entitled to rescind from the contract after the appointment of a reasonable grace period. Subsequent to said rescission, the Ordering Party is obliged to restitution of the delivery items in question.


IX. Liability and warranty for delivery defects


1. The Ordering Party is hereby committed to immediate inspection of the delivered items. If any defects are detected, the Ordering Party is required to notify the Supplier (and not the Supplier’s agents or representatives) thereof directly in writing, latest within 8 (eight) days subsequent to receipt of the delivery items at their final destination. In the event of concealed defects, the relative notification of defects must be sent in urgently without any delay, as soon the defects in question are discovered. If the subject matter of the contract are goods for which appropriate appraisal may require longer periods of time, the corresponding contracting party is hereby committed, subject to good reason, to provide notice on the envisaged notification of defects within a given time, upon
which notification per contract provisions is mandatory. Such cases should moreover be reprehended in a timely manner.


2. For delivery defects, the Supplier is liable as hereunder stated, to the exclusion of any further claims and requirements:

a. Defective parts and items shall either be remedied or replaced at no cost, to the Supplier’s equitable discretion and choice. If remedy is opted for, the defective parts or items need to be forwarded to the Supplier’s headquarters. It is not possible to provide for remedy of the defective parts or items at the production site. In the event of unsuccessful remedy and/or replacement the Ordering Party is hereby entitled to reducing the purchase price proportionately or, if the claim for defects does not involve a constructional issue, to opt for rescission of the contract accordingly.
The Supplier must immediately be notified without measurable delay, upon detection and determination of defects. Upon ascertainment of defects, it is necessary to send a sample as objective evidence thereof directly to the Supplier. Only after verification of said sample by the Supplier can the items be returned. All replaced items and parts remain the property of the Supplier.

b. The Ordering Party’s right to make demands and claims due to defects is subject to a limitation period of one year as of the statutory start of limitation, unless any of the cases as provided in articles 438 section 1 no. 2 or 634a section 1 no. 2 of the German Civil Code were to occur, or in the event of deliberate intent.

c. No warranty shall be provided in the event of damages, attributable to the following circumstances: unsuitable or improper use, faulty assembly and/or commissioning directly by the Ordering Party or by third parties, usual or natural wear and tear, contamination or soiling, faulty or careless treatment and operation – particularly in as far as operational overloads are concerned – inappropriate operating materials and/or cleaning agents, inappropriate replacement of materials,unsuitable chemical, electrochemical or electrical influences, etc., to the extent that any of the foregoing may not be attributable to defaults by the Supplier.

d. For the execution of all the necessary remedy and/or replacement operations per the Supplier’s equitable discretion, the Operating Party is hereby required to grant the Supplier a reasonable time limit.

e. The Supplier cannot be held liable for defects occurring due to construction prescriptions by the Ordering Party or due to materials either prescribed or delivered directly by the Ordering Party themselves.

f. Any further or more extensive claims by the Ordering Party, particularly for what concerns entitlement to the compensation for damages not arising due to the delivery items, are hereby excluded.

g. Warranty is furthermore hereby excluded in the event of any possible defects arising due to modifications and/or alterations and/or repair operations performed either by the Ordering Party or by third parties without prior authorisation having been granted by the Supplier accordingly. Likewise applies for natural wear and tear or improper operation.


h. Liability and warranty is not restricted by the foregoing clauses in as far as the warranted characteristics are provided, deliberate intent or gross negligence attributable to the Supplier and/or to the Supplier’s assistants and liabilities involving death or serious body and health injuries whereby article 478 section 4 of the German Civil Code is infringed, or in as far as a faulty breach of contractual obligations occurs by the Supplier enough to jeopardise the achievement of the
contractual purposes, liability and warranty will be restricted by the foregoing clauses.


X. Supplier’s rights to rescission
In the event that the Supplier becomes aware of unfavourable financial standing by the Ordering Party after the conclusion of the contract or if the Ordering Party were to find themselves in an unfavourable financial standing after the conclusion of the contract, enough to jeopardise consideration requirements by the Supplier, the Supplier is hereby entitled to demanding the provision of security for the consideration in question, or to rescind and terminate the contract
subject to the charging of all expenditures so far incurred.


XI. Place of performance and jurisdiction

1. The place of performance for delivery and payment as well as for the provision of all additional requirements in force of liability and warranty, is Wehingen.

2. Upon the occurrence of any disputes arising due to the contractual relationship and whenever the Ordering Party is a businessman, a corporate body under public laws or a special asset or entity under public law, the Supplier is hereby authorised to file actions or to institute court proceedings exclusively in the Court having competent jurisdiction over the Supplier’s headquarters. The Supplier is furthermore entitled to filing actions with the Court having competent jurisdiction over the Ordering Party’s headquarters as well.


3. As to relationships with consumers, the foregoing is also applicable in as far as subsequent to the conclusion of the Contract, the Ordering Party has transferred its domicile or standard residence out of the areas of application of the code of civil procedure, or in the event that said domicile or standard residence is not disclosed at the time of statutory enforceability.


XII. Data handling and storage


The Ordering Party hereby agrees that to the purposes of contact performance, all relevant data
can be stored by the Supplier.