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General Conditions of Sales
of maurerfreund GmbH

Edition Oktober 2017

I. Application / Conclusion of Contracts

1. These General Conditions of Sale (Conditions) shall apply to all present and future contracts with entrepreneurs, with public enterprises as well as public assets, in regard to deliveries and other services, including contracts relating to the supply and manufacture of non fungible goods. The Buyer's purchase conditions shall not be binding even if we do not expressly object to them again after their receipt.
2. Our offers are open and subject to change. Oral agreements, promises, assurances and guaranties made or given by our sales staff shall not be binding unless confirmed by us in writing, by telefax or by e-mail. Specifications in regard to dimensions, weight, quality and other descriptions of our goods are approximate, unless mentioned otherwise in the order confirmation. Deviations or modifications effected on the basis of mandatory regulations or resulting from technical improvements are permitted provided they do not impair the usability of the goods as described in the contract.
A contract is deemed to be concluded either with our written order confirmation or with the delivery of the goods.
4. Any trade terms shall, in cases of doubt, be interpreted according to the Incoterms as amended from time to time.

II. Prices
1. Unless otherwise agreed, only such prices and terms shall apply as contained in our price lists effective at the time when the contract is concluded.
2. Unless otherwise indicated in the order confirmation, all our are prices are “ex works” exclusive packaging which shall be charged extra. The minimum order amount is € 50,00.
3. Our prices are exclusive of Value Added Tax, the Value Added tax applicable at the date of invoicing shall be stated separately in the invoice.
4. In the event our external expenses (duties, taxes or other third-party charges) included in the agreed price change or newly incur later than 4 weeks after the conclusion of the contract, we shall be authorised to modify the price accordingly with regard to the goods not yet delivered to the Buyer as of the beginning of each calendar month concerned.
5. If the modified price surpasses the originally agreed price by more than 15 %, the Buyer may, within one week after receipt of our price modification notice, withdraw from the contract with respect to the goods affected by the price modification.

III. Payment and Set-Off
1. Unless otherwise agreed or stated in our invoices, payment shall be made without cash discounts immediately upon delivery and in such a manner that we can dispose of the sum on the due date. Any payment transfer costs shall be borne by the Buyer.
2. The Buyer may retain or set off any counterclaims only in so far as (a) such claims are undisputed or have become legally binding, or (b) as they are based on the same contractual relation with the Buyer and would entitle him to refuse performance under section 320 BGB.
3. In case the Buyer exceeds the payment deadline or is in default in payment, we will debit him with interests at 9 %-points above the basic rate of interest, unless higher interest was agreed. We may charge EUR 40.00 as default compensation . We reserve the right to claim additional damages resulting from default.
4. Should it become evident after the conclusion of the contract, that payment is jeopardised by the Buyer’s lack in financial means, or should the Buyer be in default with a considerable portion of the amount due or should other circumstances arise which show a material deterioration in the Buyer's financial position after the conclusion of the contract (e.g. if our credit insurance considerably reduces its limit for Buyer), we shall be authorised to make use of rights under section 321 BGB and to make due any and all of our non statute-barred accounts receivable resulting from the same legal relationship.
5. Any agreed cash discount always relates to the invoiced value excluding freight and will only be granted if and in so far as the Buyer has completely paid all payables due at the time of the discount. Unless otherwise agreed to discount periods shall begin with the date of the invoice.

IV. Delivery Times
1. Our commitment to deliver is under the reservation of the contractual, in particular correct and timely self supply by our own suppliers, unless we are responsible for the non-contractual, deficient or late self-delivery.
2. Any confirmation as to delivery times shall be approximate only. Delivery times are only binding if confirmed in writing. Delivery times shall commence with the date of our order confirmation and are subject to the timely clarification of any details of the order as well as of the fulfilment of any of the Buyer’s obligations, e.g. to produce official certifications, to provide letters of credit and payment guarantees or to pay agreed instalments. 
3. Any agreed delivery time shall be considered to be met if and in so far the goods have left the works or our warehouse at such time or date. If and in so far the goods fail to be shipped at the agreed time for reasons not attributable to us, the agreed delivery time shall be considered to have been met at the day on which the goods are notified to be ready for shipment.
4. Should we default in delivery or in performance, Buyer may in accordance with sections X.1 and X.2 hereunder request – in addition to the performance – compensation for damages incurred; however in case of slight negligence limited to 10 % of the purchase price of the delivery in default. Buyer’s right to claim damages in lieu of performance in accordance with sections X.1 and X.2 hereunder remains unaffected.

V. Retention of Title
1. All goods delivered shall remain our property (Reserved Property) until the purchase price has been paid in full.
2. The goods supplied (Reserved Property) shall remain our property  until all outstanding accounts have been settled, in particular that which is due to us on account in connection with the business relationship (account retention). This shall apply to future and conditional accounts receivable and if payments are made onto specially designated outstanding accounts. This account retention shall finally cease when all of the accounts receivable that remain open and are encompassed by the account retention are settled at the time of payment. However, the account retention does not apply to advance payment or cash transactions, which are dealt with as and when they come up.
3. The Buyer may resell the Reserved Property only within the normal course of his business in accordance with his normal business terms and provided he is not in default of payment and provided also that any rights resulting from such resale will be transferred to us in accordance with clause V/4 through V/6 of these Conditions. The Buyer shall not be entitled to dispose of the Reserved Property in any other way.
4. The Buyer hereby assigns to us any claims resulting from the resale of the Reserved Property. We hereby accept the assignment. Such claims shall serve as our security to the same extent as the Reserved Property itself. If the Reserved Property is resold by the Buyer together with other goods not purchased from us, then any receivables resulting from such resale shall be assigned to us in the ratio of the invoiced value of the other goods sold by the Buyer.
5. The Buyer shall be entitled to collect any receivables resulting from the resale of the Reserved Property. This right shall expire if withdrawn by us, at the latest if the Buyer defaults in payment; fails to honour a bill of exchange; or files for bankruptcy. We shall exert our right of revocation only if and in so far as it becomes evident after the conclusion of the contract that payment resulting from this contract or from other contracts is jeopardised by the lack of Buyer's ability to pay. The Buyer shall - upon our request - immediately inform his customers of such assignment and to forward to us any information and documents necessary for collection.
6. The Buyer shall immediately inform us of any seizure or any other attachment of the Reserved Property by a third party. He shall bear any costs necessary to suspend such seizure or attachment or removal of the Reserved Property, if and in so far as such costs are not borne by a third party.
7. Should the Buyer default in payment or should he fail to honour a draft we shall be entitled to take back the Reserved Property, to enter, for this purpose, the Buyer’s premises and to sell the Retained Property best possible by crediting the proceeds to the purchase price. The same shall apply should, after the conclusion of the contract, it become evident that payment resulting from this contract or from other contracts is jeopardised by the Buyer's lack of ability to pay. If we take back the Reserved Property, this shall not be regarded as withdrawal from the contract. The statutory regulations of the Insolvenzordnung (= German Insolvency Act) shall remain unaffected.
8. Should the total invoiced value of our collateral exceed the amount of the secured receivables including additional claims for interest, costs etc. by more than 50 %, we shall - upon the Buyer's request - release pro tanto collateral at our discretion.

VI. Intellectual Property
We reserve all rights of ownership and copyright to all of our patterns and models, illustrations, drawings, calculations and other documents and information as well as commercial and technical details provided to the Buyer.

VII. Dispatch, Passing of Risk, Packaging, Partial Delivery
1. We shall be entitled to choose the route and mode of dispatch as well as the forwarding agent and the carrier.
2. The Buyer shall immediately call for delivery of those goods which have been notified to him as ready for dispatch. Otherwise we are entitled, upon reminder, to ship such goods at the Buyer’s cost and risk or to store them at our discretion and to invoice them to the Buyer.
3. Can, by reasons not attributable to us, the goods not be shipped or will it become substantially difficult to ship the goods via the designated route or to the designated place within the designated time, we reserve the right to ship them via a different route or to a different place. Any additional costs will be borne by the Buyer. We will, in such cases, ask the Buyer for his prior comments.
4. In all transactions, including freight prepaid and freight-free deliveries, the risk of loss or damage to the goods shall pass to the Buyer at the time where we hand them over to the forwarding agent or to the carrier, at the latest with their departure from our warehouse. We will buy insurance only if requested by the Buyer and at his costs. The Buyer shall unload the goods at his costs.
5. We are entitled to choose how to package the goods. If we supply the goods at Buyer’s request with other than our usual packaging, protection and/or transport device, this shall be at Buyer’s cost and risk. We will take back such devices at our warehouse within a reasonable period of time. We will not bear any costs for their re-transport or disposal.
6. We shall be entitled to make partial deliveries at reasonable quantities. We may also exceed or reduce the agreed quantities as appropriate. Where quantities are indicated as “circa”, we may exceed or fall below the agreed quantity up to 10 pct.  

VIII. Callable and Continuous Deliveries
1. Where the contract provides for continuous deliveries, the Buyer shall divide the quantities and grades of the goods into approximately equal monthly shipments. Otherwise we shall be entitled to specify them at our own fair and just discretion.
2. Where the single calls for delivery exceed the total contractual quantity, we shall be entitled, yet not committed, to deliver the surplus quantity and invoice it at the prices applicable at the time of the call or the delivery.
3. Unless otherwise agreed, callable deliveries shall be completed in full within 365 days from conclusion of the contract. Upon expiry of this period, we may store the uncalled goods at the Buyer’s cost and risk.

IX. Warranty Provisions
1. Any inner and outer properties of the goods, in particular their grade, size and classification shall be determined in accordance with the agreed and, if not agreed, with the DIN and EN standards effective at the time the contract is concluded, or in absence of such standards, in accordance with trade practise and usage. Any reference made to such standards and similar rules, to inspection documents as well as to grade, classification, size, measure and usability of the goods shall not constitute any warranties or guarantees. The same shall apply to declarations of conformity and similar markings such as CE and GS. 
2. The goods must be inspected and any defects must be notified in accordance with the legal provisions. The Buyer’s duty to inspect the goods after their delivery shall also extend to any inspection documents. Any defects of the goods and documents shall be notified immediately in writing or in text form.
3. If and in so far the Buyer’s claim for defects is justified and has been made in time, we may, upon our choice, remedy the defect or deliver goods free of defects (“cure”). Place of performance for the cure is our seat. Should the cure fail or should we refuse it, the Buyer may exercise his statutory rights. In cases where the defect is trivial or where the goods have already been resold, processed or transformed, he may only reduce the purchase price.
4. We will reimburse the Buyer for his expenses in connection with the cure only in so far as such expenses are reasonable and proportionate to the purchase price of the goods, in no case more than 150 % of the purchase price. We will bear any further expenses such only in accordance with the rules of Section X of these Conditions.
5. If the Buyer fails to immediately give to us the opportunity to inspect the defect, especially if he fails - upon our request - to immediately make the goods or samples hereof available to us, he will loose all of his warranty rights.
6. Our further liability is subject to Section X. of these Conditions. Any of the Buyer’s rights of recourse according to sections 478, 479 BGB (German Civil Code) shall remain unaffected.

X. Restriction of Liability and Limitation Periods
1. Our liability for breach of contractual or extra-contractual obligations, in particular for non-performed or deferred deliveries, for breach of duties prior to the contract as well as for tortuous acts - including our responsibility for our managerial staff and any other person employed in performing our obligations - shall be limited to damages caused by our wrongful intent or by our gross negligence and, in case of gross negligence, shall in no case exceed the foreseeable losses and damages characteristic for the type of contract in question.
2. The aforesaid restrictions shall not apply to such cases where we breach our fundamental contractual obligations and where such a breach will endanger the contractual purpose; it shall neither pertain to damages to life, to the body or to health caused by our fault nor to any cases where we have guaranteed certain characteristics of the goods. Nor shall such clause affect our statutory liability laid down in the Product Liability Act (Produkthaftungs¬gesetz) of 15/12/89. Any statutory rules regarding the burden of proof shall remain unaffected by the aforesaid.
3. Unless otherwise agreed, any contractual claims to which the Buyer is entitled in connection with the delivery of the goods shall fall under the statute of limitations within a period of one year after the goods have been delivered to the Buyer. This restriction shall not apply to our liability resulting from breaches of contract caused by our wrongful intent or by our gross negligence; neither to damages to life, to the body and to health caused by our fault nor to any recourse claims under sections 478, 479 BGB.

XI. Place of Performance, Jurisdiction and  Applicable Law
1. The place of performance for our deliveries shall be Wuppertal. The place of jurisdiction for all disputes in connection with this agreement shall be Wuppertal. However, we may sue the Buyer also at his seat.
2. All legal relationships between us and the Buyer shall be governed by t German laws. The provisions of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG) shall not apply.

XII. Applicable Version
In cases of doubt, the German version of these General Conditions of Sale shall apply.

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