CONTACTTERMS AND
CONDITIONS

1. Scope of Application
These General Terms and Conditions of Sale and Delivery shall apply to all sales, deliveries and services provided by H+S Apparatebau GmbH, unless expressly agreed otherwise.

These Terms and Conditions shall apply exclusively to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law.

Any conflicting or deviating terms and conditions of the customer shall only apply if we have expressly agreed to their validity. This shall also apply if we perform deliveries or services without reservation despite being aware of conflicting or deviating terms and conditions of the customer.

Individual agreements made in the respective contract shall take precedence over these General Terms and Conditions of Sale and Delivery.

2. Offers and Conclusion of Contract
Our offers are subject to change and non-binding unless expressly designated as binding or unless a specific binding period has been stated.

A contract shall be concluded upon our written order confirmation or by execution of the order.

The type and scope of our services shall be determined by our order confirmation and by the drawings, data sheets, specifications and other technical documents expressly incorporated therein.

Changes and additions to the agreed scope of delivery or services shall require our confirmation in text form.

We retain all ownership rights and copyrights to drawings, calculations, costings and other technical documents. Such documents may not be reproduced or made available to third parties without our prior consent.

3. Inspection and Acceptance Prior to Dispatch
The customer shall be entitled to inspect the goods prior to dispatch, provided that such inspection has been agreed.

Factory acceptance tests, customer inspections, inspections by TÜV, notified bodies or other independent inspection organisations shall only be carried out where contractually agreed.

If the customer fails to attend an agreed inspection despite timely notification that the goods are ready for inspection, we shall be entitled to carry out the inspection without the customer’s presence and subsequently make the goods available for dispatch, provided that no mandatory statutory or contractual provisions prevent this.

Any acceptance required by law or expressly agreed shall not be replaced merely by dispatch of the goods.

4. Dispatch and Transfer of Risk
If no special shipping instructions have been agreed, we shall determine the mode of dispatch, packaging, shipping route and carrier at our reasonable discretion. We shall not be obliged to select the least expensive method of transportation.

Unless otherwise agreed, deliveries shall be made ex works from our plant in Netphen.

In the case of shipment of goods, the risk of accidental loss or accidental deterioration shall pass to the customer upon handover of the goods to the forwarding agent, carrier or other person appointed to carry out the shipment.

If acceptance has been agreed, such acceptance shall be decisive for the transfer of risk to the extent permitted by law and unless otherwise contractually agreed.

5. Prices and Additional Costs
Unless otherwise agreed, our prices are quoted ex works Netphen plus the applicable statutory value-added tax.

Packaging, freight, insurance, customs duties and other shipping or ancillary costs shall be charged separately unless otherwise agreed.

The prices and delivery terms stated in our order confirmation shall be decisive.

Any agreed Incoterms shall apply in the version expressly specified at the time the contract is concluded.

6. Terms of Payment
Unless otherwise agreed, our invoices shall be due for payment within 30 days from the invoice date without deduction.

A cash discount may only be deducted where expressly agreed.

Payments shall only be deemed to have been made once the funds have been finally credited to our account.

In the event of late payment, the statutory provisions shall apply. We reserve the right to assert any further statutory claims.

7. Creditworthiness and Security
If, after conclusion of the contract, circumstances become known to us which give justified reason to doubt the customer’s solvency or creditworthiness and which jeopardise our claim for payment, we shall be entitled to make outstanding deliveries and services subject to reasonable advance payment or the provision of security.

If the requested security is not provided within a reasonable period, we shall be entitled to exercise our statutory rights.

8. Delivery Periods and Force Majeure
Delivery periods and delivery dates shall only be binding if they have expressly been agreed as binding.

If we are unable to comply with an agreed delivery period for reasons beyond our control, we shall inform the customer accordingly and, where possible, provide a new expected delivery date.

Such circumstances shall include, in particular, force majeure, official measures, industrial disputes, shortages of energy or raw materials, serious operational disruptions, machinery breakdown, transport disruptions and supply-chain disruptions for which we are not responsible.

In the event of delayed or failed supply by our own suppliers, this shall only apply insofar as we are not responsible for such delayed or failed supply.

If performance becomes permanently unavailable, we shall be entitled to withdraw from the contract in whole or in part in accordance with the statutory provisions. Any consideration already received for services not performed shall be refunded.

9. Customer Cooperation and Technical Approvals
Delivery periods are subject to the customer fulfilling its required obligations to cooperate in due time.

Such obligations include, in particular, the timely provision of required technical information, drawing approvals, specifications, inspection requirements, documents and any other information necessary for execution of the order.

If delivery or production is delayed due to late cooperation by the customer, agreed delivery periods shall be extended accordingly.

Subsequent changes to the agreed scope of delivery or services may result in adjustments to prices and delivery dates.

10. Delay in Delivery
The occurrence and legal consequences of any delay in delivery for which we are responsible shall be governed by the statutory provisions and the liability provisions set out below.

Contractual penalties, liquidated damages or lump-sum compensation for delay shall only be owed if expressly agreed in writing.

11. Duty to Inspect and Notify Defects
If the contract constitutes a commercial transaction for both parties, the customer shall inspect the goods without undue delay after delivery and shall notify us without undue delay of any apparent defects.

Defects which could not be detected during a proper inspection shall be notified to us without undue delay after discovery.

In all other respects, the statutory duties to inspect and notify defects shall apply, in particular Section 377 of the German Commercial Code (HGB).

12. Defect Rights and Subsequent Performance
In the event of justified defects notified in due time, we shall, at our option, be entitled to remedy the defect or provide replacement delivery, provided that the chosen form of subsequent performance is reasonable for the customer.

The customer shall grant us the necessary time and opportunity to inspect the defect and carry out subsequent performance.

Unauthorised repairs, reworking or modifications by the customer or third parties may generally only be carried out after prior consultation with us.

This shall not apply to urgent measures required to avert risks to operational safety or disproportionately high damage. In such cases, we shall be informed without undue delay.

If subsequent performance fails or is not required under statutory provisions, the customer shall be entitled to the further statutory defect rights.

There shall be no right of withdrawal in the case of an insignificant defect.

13. Limitation Period for Defect Claims
The general limitation period for claims arising from material defects and defects of title against businesses shall, in principle, be one year from delivery.

Where acceptance has been agreed, the limitation period shall commence upon acceptance.

Mandatory statutory longer limitation periods shall remain unaffected. This applies in particular in cases of fraudulently concealed defects, guarantees, claims arising from injury to life, body or health, intentional or grossly negligent conduct and other mandatory statutory provisions.

14. Liability
We shall have unlimited liability in cases of intent and gross negligence and in the event of culpable injury to life, body or health.

In the case of ordinary negligence, we shall only be liable for breach of a material contractual obligation. Material contractual obligations are obligations whose fulfilment is essential for the proper performance of the contract and on whose compliance the customer may regularly rely.

In such cases, our liability shall be limited to the foreseeable loss typical for the contract.

The above limitations of liability shall not apply where we have fraudulently concealed a defect, expressly assumed a guarantee or where liability is mandatory under the German Product Liability Act or other mandatory statutory provisions.

15. Retention of Title
We retain title to the goods delivered until full payment of all present and future claims arising from the respective contract and from an ongoing business relationship.

The customer shall be entitled to process and resell goods subject to retention of title in the ordinary course of business as long as it duly fulfils its payment obligations towards us.

The customer hereby assigns to us, by way of security and in the amount of our secured claims, all claims arising from the resale of goods subject to retention of title. We hereby accept such assignment.

In the event of processing or combining goods subject to retention of title, we shall acquire co-ownership of the new item in accordance with the statutory provisions in proportion to the value of our goods subject to retention of title compared with the value of the other processed or combined items.

Pledging or transfer by way of security of goods subject to retention of title shall not be permitted without our prior consent.

The customer shall notify us without undue delay of any third-party access to goods subject to retention of title and of any application for the opening of insolvency proceedings over its assets.

If the realisable value of the securities held by us exceeds the secured claims by more than 10%, we shall, at the customer’s request, release securities of our choice.

16. Place of Performance and Jurisdiction
Unless otherwise agreed and to the extent permitted by law, the place of performance for our deliveries and services as well as for the customer’s payment obligations shall be our registered office in Netphen.

The exclusive place of jurisdiction for all disputes arising out of or in connection with the contractual relationship shall be Siegen, provided that the customer is a merchant, a legal entity under public law or a special fund under public law, or where such agreement on jurisdiction is otherwise legally permissible.

We shall remain entitled to bring legal action against the customer at its general place of jurisdiction.

17. Applicable Law
The laws of the Federal Republic of Germany shall apply exclusively, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

18. Final Provisions
Amendments and supplements to the contract should, for evidentiary purposes, be made in text form. Individual agreements shall remain unaffected.

Should any provision of these General Terms and Conditions of Sale and Delivery be or become wholly or partially invalid or unenforceable, the validity of the remaining provisions shall remain unaffected. The statutory provisions shall apply in place of the invalid or unenforceable provision.