GTD

General Terms of Delivery for
Klotter Elektrotechnik GmbH, 77866 Rheinau

§1 Basis of Contract

Unless differing conditions have been agreed upon in writing, all present and future deliveries and services are governed solely by these General Terms of Delivery. Other conditions become part of the contract only to the extent that we confirm them in writing.

§2 Offer and Acceptance, Documents

1. Our offers are not binding. Customer orders require written confirmation or our fulfilment of the order.

2. We retain exclusive rights (exploitation, reproduction, dissemination) to descriptions, plans, drawings, and software, as well as to all further documents and information we provide to the customer, the customer must keep these items secret.

§3 Prices

1. Our prices are ex works and include neither packaging nor the applicable sales tax. The customer will be charged our purchase price for packaging.

2. Unless otherwise explicitly agreed upon, transportation, insurance, installation, and assembly are charged separately. The same contractual conditions apply to these additional services.

3. Should the delivery period exceed 2 months, and to the extent that, after conclusion of the contract, significant changes in personnel, energy, material, or raw material (especially copper and metal) costs, and/or expenses for auxiliary and operating materials have occurred and that these changes were beyond our control, we may adjust the agreedupon prices appropriately.

§4 Payment, Assignment of Claims

1. Our invoices must be paid to our designated account without deductions within 30 days of the date of the invoice. Other payment arrangements must be in writing. Payments are valid only to the extent that we can freely dispose them at our bank. We accept checks and bills of exchange only on account of payment. The customer bears banking charges. These charges are due at once.

2. We reserve the right to require an advance payment after receipt of the order; we particularly may require payment in advance for new customers, in case of a high order value, for deliveries to a foreign country, and for customers in arrears. At the same time, we have the right to cease work on an order until payment has been received.

3. Should the customer be in delay of payment, we may charge interest on delayed payments of 8 percentage points above the EZB base rate or of 12%, whichever is greater.

4. Customer's payments will always be offset against customer's debts according to § 366 Abs. 2, 367 BGB (German Civil Code).

5. Holding back payments or offsetting claims is only allowed to the extent that the counterclaims are undisputed or legally binding.

§5 Delivery and Performance

1. Partial performance of services and partial deliveries are allowed to the extent that the customer is not impeded in the performance of his business.

2. Unless other conditions have been agreed upon, the specified delivery or performance deadlines are approximate. The delivery period begins when the contract confirmation is sent, however not before all details concerning the execution of the contract and all technical questions have been settled, as well as not before any partial payment to which has been agreed has been received. The time at which assumption of risk, as set out in Item 6, occurs, determines the time at which the delivery deadline has been met.

3. Solely the customer is responsible for clarifying technical details, for obtaining authorizations, and for fulfilling all other prerequisites. The customer must also provide us with necessary information. Delivery and performance deadlines are extended by the time during which these requirements are not met for reasons that are not our responsibility.

4. Events that are unforeseen, unavoidable, or beyond our control (e.g., force majeure; strikes; war; stoppages; difficulties in obtaining materials or energy; transportation delays; shortages of workers, energy or raw materials; actions of administrative bodies, as well as difficulties in obtaining authorizations, in particular import and export licenses) extend the delivery period for the length of the disturbance and its effects. This extension of the delivery period also applies when the difficulties occur to our suppliers or during an existing delay in performance or delivery. Should the difficulty not only be temporary, both parties have the right to withdraw from the contract. In such cases, claims for damages are excluded.

5. Our delivery is subject to correct and punctual delivery by our own suppliers.

6. All warnings and settings of deadlines must be in writing.

7. Should delivery be delayed due to ordinary negligence on our part, our liability is limited to 0.5% of the net value of the goods affected by the delay per completed week of delay. Our maximum liability in such cases is 5% of the net value of the goods affected by the delay. Claims for damages instead of performance according to Item 9 are not affected.

§6 Assumption of Risk

1. The customer assumes risk for the goods as soon as the goods are ready to ship, even in those cases in which we perform other services, e.g., assume shipping expenses or deliver and install with our own transportation personnel.

2. For goods which we assemble or install and for contracts for work and services, the customer assumes risk at the time at which he declares acceptance.

§7 Retention of Title

1. The goods remain our property until all existing claims resulting from the business relationship with the customer have been fulfilled. Should an open account relationship with the customer exist, retention of title applies to the acknowledged balance.

2. The customer must treat the conditional goods with care and keep them in good condition. In particular, he must insure them for their replacement value against loss and damage at his own expense. The insurance policy as well as proof of payment of the insurance premiums must be shown to us on request. The customer cedes claims arising from the insurance policies to us in advance. As soon as the customer assumes title, the assignment of claims no longer applies.

3. Treatment and processing of the conditional goods by the customer are always carried out on our behalf without creating any liability on our part. Should the conditional goods be mixed with or incorporated into other goods, we acquire title to the new goods in the proportion of the invoiced value of the conditional goods to the invoiced value of the other materials.

4. The customer may sell the conditional goods or the new goods in the course of normal business transactions. Upon sale of the goods, the customer must retain title to the conditional goods until the full purchase price has been paid. Neither pledging the conditional goods as security nor transfer ownership of the conditional goods by way of security is allowed. The customer assigns his claims arising from further sale or use of the conditional goods, or from other legal grounds concerning the conditional goods in full to us in advance as collateral. We give the customer revocable permission to collect claims assigned to us in his own name for our account.

5. Should the customer be in delay of payment, we may revoke permission for further sale and for further use, and demand that the customer inform us about his assigned claims and debtors, give us all information necessary to collect the claims, surrender relevant documents, and inform his debtors about the assignment.

6. Should a third party initiate action against the conditional goods, the customer must notify the third party of our retention of title and notify us in writing without delay. To the extent that he cannot recover them from the third party, the customer must bear expenses resulting from defending against such an action.

7. Should the customer violate the contract, in particular should the customer be in delay of payment, we may retrieve the conditional goods from the customer or even from a third party at the customer's expense. For this purpose, the customer cedes his right to surrender of possession to us. Repossession of the conditional goods does not constitute withdrawal from the contract. Should we withdraw from the contract, we may sell the goods on the open market.

8. Should the value of the collateral exceed our claims by more as 10% and the customer so request, we will release collateral of our choice to this extent.

§8 Duty to Report Defects, Warranty

1. The customer must inspect all of our deliveries and services upon receipt and report defects in writing without delay, i.e., no later than 8 days of receipt. Hidden defects must be reported in writing within 3 days of discovery. Should these deadlines be exceeded, all claims and rights arising from liability for defects lapse.

2. In case of defects, we have the choice between repairing the goods or delivering replacements. Should the supplementary performance also be defective, or should it be unjustly refused or delayed, the customer may demand a reduction in price or, should the defect not be insignificant, withdraw from the contract and demand damages instead of performance according to Item 9.

3. To the extent that no other statutory period of limitations is compulsory, and unless we have deliberately or grossly violated our obligations, or maliciously concealed the defect, or assumed a guarantee going beyond the warranty, the period of limitation is 12 months after assumption of risk. We assume no warranty for used items.

4. To the extent that costs for supplementary performance are increased because the goods have been transferred to another location after delivery, these costs will not be borne by us, unless this relocation conforms to the intended and agreed-upon use of the goods.

5. Should there be a defect, the customer must assist us by describing the defect exactly. He must allow us the time necessary to examine the defect and allow us to remedy the defect at our plant should we find it necessary.

6. If we must bear expenses during supplementary performance or delivery of replacement goods, the customer bears those extra expenses caused by a violation of the obligations according to Subsection 5 or resulting from increased difficulties due to inappropriate changes to our goods or services.

7. Should the remedy of defects be made significantly more difficult due to the reasons in Subsection 6, we are released from our obligation to fulfil the warranty. The same reservation applies when we provide goods or services according to the customer's specifications and the defects in our goods or services are due to these specifications.

§9 Entitlement to Damages

1. The customer's claims against us for damages of any sort are excluded when we, our lawful representatives or our vicarious agents have caused the damage by ordinary negligence. This exclusion of liability does not apply should there be bodily injury, nor should a contractual guarantee have been assumed, nor should important contractual obligations have been violated in a way that endangers the fulfilment of the contract. However, in such cases, our liability is limited to the extent of the guarantee or, by negligent violation of important contractual obligations, to customary and reasonably foreseeable damages. Claims arising from product liability law are not affected.

2. The defense of contributory fault shall be reserved.

3. Claims for damages expire one year after the customer learns about the damage and that it is compensable or, should, without gross negligence, have learned about the damage or that it is compensable. Claims arising from product liability law, bodily injury, or defects are not affected.

§10 Customer's Obligations during Installation

1. The customer affirms that installation can take place without extraordinary exertion. Before installation begins, the customer is obligated to provide the necessary structural information, as well as necessary information concerning concealed wires, cables, pipes, and similar installations, in writing and without request,

2. Before assembly or installation begins, required items that are not part of the contract must be made available without request. All preparatory work must be finished before our work begins, so that our personnel can work without problems and delays.

3. Unless other terms have been agreed upon, the customer bears the following expenses: non-skilled workers, tools, unrelated additional work and material, scaffolding wood, wedges, documents, cement, building material, hoisting devices, power, water, heat, light, facilities for the secure storage of machine parts, work and break rooms, sanitary facilities, and measures for the protection our personnel (protective clothing, protective devices, etc,. to the extent that our employees' work environment is unusual).

§11 Place of Jurisdiction

1. Our place of business is the place of jurisdiction for all disputes arising from this contract. However, we also have the right to sue at the customer’s place of business.

2. Solely German law applies. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.

3. The place of fulfilment for all goods and services resulting from this contract is our place of business.