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PKP Prozessmesstechnik GmbH, Wiesbaden

These business terms have been translated into English from the original German business terms. Only the original German business terms are legally binding.

I. General – area of application

  1. These business terms apply to all current and future business relations with the entrepreneur.
  2. Entrepreneurs under the terms of these business terms are natural or legal persons or partnerships having legal capacity with whom business relations are entered that constitute the exercise of a trade or self-employed profession.
  3. Deviating, contrary or supplementary general business terms, even if known, shall not be part of the contract, unless the validity of such terms is expressly agreed in writing.
  4. All delivered goods are produced in accordance with the specifications of the entrepreneur.

II. Conclusion of contract, delivery terms

  1. Our offers are subject to confirmation. Subject to technical changes and changes in form, color and/or weight within reason.
  2. When he orders goods, the entrepreneur makes a binding declaration that he wishes to purchase the goods ordered.
  3. We are entitled to accept the contractual offer contained in the order within four weeks of receiving it. Acceptance can be declared in writing or through the delivery of the goods to the entrepreneur.
  4. A contract is concluded with the proviso that we are supplied correctly and promptly by our own suppliers. This only applies in the event that failure to deliver is not our responsibility, in particular when a congruent covering transaction is agreed with out suppliers.
  5. The entrepreneur will be notified immediately when a service is unavailable. The remuneration will be returned immediately.
  6. The regulations of the Association of German Electro-engineers (VDE) shall apply to all deliveries and services, insofar as these arise in relation to the security of the deliveries or services. Deviations are permitted insofar as the same security is guaranteed in another way. We reserve unrestricted ownership and copyright utilization rights for down payments, drawings and other documents. These may only be made available to third parties after separate agreement has been obtained from us. Drawings and other documents that are sent with offers are to be returned immediately on request if a contract is not concluded.

III. Reservation of ownership

  1. We reserve ownership of the goods until the complete settlement of all claims from an ongoing business relationship.
  2. The entrepreneur is obliged to handle the goods with care. Insofar as maintenance and inspection work is required, the entrepreneur must carry these out at regular intervals at his own expense.
  3. The entrepreneur is obliged to inform us immediately if a third party has access to the goods, for example in the event of the seizure of property or any damage or destruction of the goods.
  4. If the entrepreneur violates the contract, in particular default of payment or infringement of an obligation as set down in items 2 and 3 of these provisions, we are entitled to withdraw from the contract and to demand the return of any property.
  5. The entrepreneur is entitled to sell on the commodity in an orderly business process. He hereby transfers to use all claims that accrue to him against a third party through resale, to the amount identified in the invoice. We accept this transfer. After transfer, the entrepreneur is entitled to collect on the claim. We reserve the right to collect the claim itself as soon as the entrepreneur fails to fulfill his payment obligations in an orderly way and falls in default of payment.
  6. The finishing and processing of the goods are always carried out on our behalf and at our request. If processing is carried out with objects that do not belong to us, then we shall acquire co-ownership of the new item in the ratio of the value of the commodity supplied by us to the other processed objects. The same shall apply if the goods are mixed with other objects that do not belong to us.

IV. Remuneration

  1. The offered purchasing price is subject to confirmation. The purchasing price is purely a net price. The legal rate of purchase tax and packaging costs shall apply in addition. In the case of sale by delivery to a place other than the place of performance, carriage costs and packing costs shall be added to the purchasing price. The entrepreneur shall not be liable for additional costs if orders are made using telecommunication media. The entrepreneur can pay the purchasing price either cash on delivery or by invoice.
  2. The entrepreneur undertakes to pay the purchasing price within 30 days of receiving the goods. The entrepreneur shall be deemed to be in default after this deadline expires. The entrepreneur must pay interest at 8% above the base interest rate on the debt while in default. We reserve the right to provide evidence of higher damage due to delay and to pursue compensation for such damage.
  3. The entrepreneur is entitled to offset payments only if his counter claims have been established by law or accepted by us. The entrepreneur can only exercise the right to retain payment if his counter-claim is based on the same contractual relationship.

V. Transfer of risk, transport insurance

  1. The risk of the accidental perishing and deterioration of the goods shall be transferred to the purchaser upon handover, or, in the case of sale by delivery to a place other than the place of performance, upon delivery of the goods to the shipping company, freight business or other person or organization entrusted with the transport task.
  2. The transfer applies equally even if the purchaser delays accepting the goods.
  3. Transport insurance will be arranged on the written request of the entrepreneur and shall be at the entrepreneur’s expense.

VII. Warranty

  1. In the event of a defect in the goods, we shall offer rectification of defects or replacement as we see fit.
  2. If the rectification of defects fails, the entrepreneur can always demand a lowering of the remuneration (reduction) or a reversal of the contract (withdrawal). The entrepreneur has no right of withdrawal in the case of only minor contractual infringements, in particular only minor defects.
  3. The entrepreneur must notify us in writing of obvious defects within two weeks of receipt of the goods, otherwise the warranty entitlement cannot be pursued. The date on which the notification is mailed shall determine the observance of the deadline. The entrepreneur is responsible for providing all proof of all claim requirements, in particular for the defect itself, for the timing of when the defect was detected and for the prompt issuing of the notice of defect.
  4. If the entrepreneur chooses to withdraw from the contract because of a legal or material defect after the rectification of the defect has failed, he shall not have any entitlement to compensation for the defect. If the entrepreneur chooses compensation after the rectification of the defect has failed, the goods shall remain with the entrepreneur if this is deemed reasonable. Compensation shall be limited to the difference between the purchasing price and the value of the faulty goods. This shall not apply if we have violated the contract with malicious intent.
  5. The warranty period for the entrepreneur is one year from the delivery of the goods. This does not apply if the entrepreneur fails to notify us of the defect in good time (item 3 of these provisions).
  6. The product description set down in writing in the offer shall have priority as specifying the composition of the goods; if there is no such description, the product description in the catalog shall provide the relevant specifications. The right to make technical developments is always reserved and such developments do not imply defects. Public statements, endorsements or advertisements by the manufacturer do not constitute contractual specifications for the goods.
  7. If the entrepreneur receives an incorrect assembly instruction manual, we are only obliged to supply an error-free assembly instruction manual; even this only applies if the error in the assembly instructions prevent correct assembly.

VIII. Limitations of liability

  1. In the event of minor breaches of duty, our liability shall be limited to the foreseeable, immediate average damage typical of the contract in accordance with the type of goods. The same shall apply in cases of minor negligence on the part of our legal representatives or agents. Liability as a result of incorrect storage, incorrect forwarding or incorrect utilization of the goods supplied by us or as a consequence of failure to comply with the safety information and regulations as well as directives is excluded, as is liability for consequences following the changing or processing of the goods supplied by us by a third party or in the event of consequences arising from the combination of our goods with foreign products not expressly permitted by us.
  2. No liability is accepted for the infringement of minor contractual obligations due to negligence.
  3. The afore-mentioned liabilities claims do not relate to claims by the entrepreneur derived from product liability. Furthermore, the liability restrictions do not apply to physical injuries or damage to health that can be attributed to us or to loss of life.
  4. Compensation entitlements accruing to the entrepreneur due to a defect shall expire one year after the goods have been delivered. This does not apply if we can be charged with malicious intent.

IX. Data protection

The entrepreneur agrees that personal data shall be stored for internal purposes, insofar as this is necessary within the parameters of the purposes of the contractual relationship.

X. Final provisions

  1. German law shall apply. The provisions of the UN Convention on Sales shall not apply.
  2. The exclusive court of jurisdiction for all disputes arising from this contract is our place of business. The same shall apply if the entrepreneur does not have a general court of jurisdiction in Germany or if this court of jurisdiction is not known at the time when an action is commenced.
  3. If individual provisions of the contract with the entrepreneur, including these general terms of business, are or become wholly or partly invalid, this shall not affect the validity of the remaining provisions. The wholly or partially invalid provision should be replaced by a provision that reflects as closely as possible the economic intent of the invalid provision.
  4. No oral subsidiary agreements have been reached. Changes to the contract must be made in writing in order to gain validity.

Wiesbaden, April 2002