GTC

GENERAL TERMS AND CONDITIONS OF BUSINESS AND DELIVERY of isoloc Schwingungstechnik GmbH, Stuttgart

§ 1 General

1. all deliveries and services are subject to these terms and conditions as well as any separate contractual agreements. Deviating terms and conditions of purchase of the purchaser shall not become part of the contract even if the order is accepted. In the absence of a special agreement, a contract is concluded with the supplier's written order confirmation.

2. the supplier reserves the right to samples, cost estimates, drawings and the like. The Supplier reserves the property rights and copyrights to samples, cost estimates, drawings and similar information of a physical and non-physical nature - also in electronic form; they may not be made accessible to third parties. The Supplier undertakes to make information and documents designated as confidential by the Purchaser accessible to third parties only with the Purchaser's consent.

§ 2 Price and payment

1. our claims are due for payment on the dates stated in the relevant invoices, in the absence of a date immediately. Discounts are only permitted if expressly stated in the order confirmation and/or invoice.

2. if payment is not made by the due date, we shall be entitled to charge interest at a rate of 3 % above the applicable discount rate of the Deutsche Bundesbank plus the applicable value added tax on the interest from the date on which the due date is exceeded. We reserve the right to claim higher interest on arrears.

3. bills of exchange and checks, including those from our customer's customers, shall only be accepted on account of payment. The liabilities on which these are based shall only be deemed to have been repaid when the bill of exchange or check amount has been credited by the debtor of the security. This also applies in the case of the debtor's so-called bill of exchange/cheque payment method, insofar as we have assumed the issuer's liability as a "mere" contingent liability. All bill of exchange and check costs shall be borne by the payer.

4. in the event that payments are not made on time when due, all our other claims shall become due, irrespective of any concessions of destination or the term of accepted bills of exchange. In this case, we shall also be entitled to demand securities and/or to carry out outstanding deliveries only against advance payment or against the provision of securities. If payment deadlines are exceeded, we may also prohibit the resale of the goods delivered under retention of title, their processing and / or treatment as well as their combination and / or mixing and demand their immediate return or the transfer of indirect possession at the expense of the customer or buyer without having to withdraw from the contract. 5.

5. the purchaser shall only be entitled to withhold payments or offset them against counterclaims insofar as his counterclaims are undisputed or have been legally established.

§ 3 Transfer of risk, acceptance

1. the risk shall pass to the customer when the delivery item has left the factory, even if partial deliveries are made or the supplier has assumed other services, e.g. shipping costs or delivery and installation. If acceptance is required, this shall be decisive for the transfer of risk. It must be carried out immediately on the acceptance date, alternatively after the supplier has notified the customer that the goods are ready for acceptance. The customer may not refuse acceptance in the event of a minor defect.

2. if dispatch or acceptance is delayed or does not take place as a result of circumstances for which the supplier is not responsible, the risk shall pass to the customer from the day of notification of readiness for dispatch or acceptance. The Supplier undertakes to take out any insurance requested by the Purchaser at the latter's expense.

3. partial deliveries are permissible, insofar as reasonable for the purchaser.

§ 4 Retention of title

1. the supplier retains title to all delivery items until the customer has paid all current claims arising from the delivery contract.

2. in the event of breach of contract by the customer, in particular in the event of default in payment, the supplier shall be entitled to take back the delivery items. In this case, the customer hereby agrees to take back the goods. Taking back the goods shall only constitute a withdrawal from the contract if this is expressly declared by the Supplier. The costs incurred by the Supplier as a result of taking back the goods (in particular transportation costs) shall be borne by the Purchaser. Furthermore, the Supplier shall be entitled to prohibit the Purchaser from any resale or processing of the items delivered under retention of title and to revoke the direct debit authorization (paragraph 5). 3.

3. the purchaser is obliged to treat the delivery items with care; in particular, he is obliged to insure them adequately at his own expense against natural hazards and theft at replacement value. Any resulting claims against the insurance company are hereby assigned to the Supplier.

4. the customer may neither pledge the delivery items and the claims replacing them nor assign them as security. In the event of seizures or other interventions by third parties, the Purchaser must inform the Supplier immediately in writing so that the Supplier can file an action in accordance with § 771 of the German Code of Civil Procedure (ZPO). The costs of this action remaining to the Supplier despite winning the legal dispute in accordance with § 771 ZPO shall be borne by the Purchaser.

5. the purchaser is entitled to resell, process or mix the delivery items in the ordinary course of business. In doing so, however, the Purchaser hereby assigns to the Supplier all claims arising from the resale, processing, mixing or other legal grounds (in particular from the securities or unauthorized actions) in the amount of the final invoice amount agreed with the Supplier, including value added tax. The Purchaser shall remain authorized to collect these claims even after the assignment, whereby the Supplier's authority to collect the claim itself shall remain unaffected. However, the Supplier undertakes not to collect the claim as long as the Purchaser meets its payment obligations from the proceeds received, is not in default of payment and no application for the opening of insolvency proceedings has been filed or payments have been suspended. If this is the case, however, the Purchaser must inform the Supplier on request of the assigned claims and the debtor, provide all information necessary for collection, hand over the relevant documents and inform the debtor (third party) of the assignment. The direct debit authorization may be revoked by the Supplier in the event of breaches of contract (in particular default of payment) by the Customer.

6. the retention of title shall also extend to the products resulting from processing, mixing or combining with the items delivered by the supplier at their full value, whereby these processes are carried out for the supplier, so that the supplier is deemed to be the manufacturer. If, in the event of processing, mixing or combining with parts of third parties, their right of ownership remains, the Supplier shall acquire co-ownership in proportion to the objective values of these parts.

7. the customer shall also assign to the supplier the claims to secure the supplier's claims against the customer which arise against a third party through the combination of the delivered items with a property.

8. the securities to which the Supplier is entitled shall not be covered to the extent that the value of the Supplier's securities exceeds the nominal value of the claims to be secured by 10%. The selection of the securities to be released is the responsibility of the supplier.

§ 5 Claims for defects

For material defects and defects of title in the delivery, the supplier shall provide the following warranty to the exclusion of further claims - subject to Section VII: