GENERAL TERMS AND CONDITIONS OF BUSINESS

OUR TERMS OF DELIVERY, SALE AND PURCHASE

GENERAL TERMS AND CONDITIONS OF DELIVERY AND PAYMENT

of the company Hacker Feinmechanik GmbH
Im Polder 2, 94560 Offenberg (as of 03/2017)

1. SCOPE


1.1
These Terms and Conditions of Sale shall apply to any (supply) framework contract (hereinafter “Contract”) and all individual contracts and/or orders under a Contract (hereinafter “Individual Contract”) with entrepreneurs, legal entities under public law and special funds under public law (hereinafter “Partner”).


1.2
Our deliveries and services shall be provided exclusively on the basis of the following terms and conditions.


1.3
Terms and conditions of the Partner which are not expressly recognized by us shall not be valid.

2. GENERAL PROVISIONS


2.1
The contracting parties shall immediately confirm verbal agreements in detail in writing.


2.2
Orders shall only become binding upon our order confirmation.


2.3
The information and illustrations contained in brochures and catalogs are approximate values customary in the industry unless we have expressly designated them as binding.


2.4
We shall also be entitled to terminate the contract without notice if there is good cause for doing so. Good cause shall be deemed to exist in particular if, after conclusion of the contract, it becomes apparent that our claims for payment under the contract are jeopardized by the partner’s inability to pay and the partner, despite being requested to do so, fails to provide credible assurance of its ability to pay within a reasonable period of time. Statutory rights of termination and withdrawal and the rights under Sections 8.4 and 12.3 shall remain unaffected.


2.5
Should individual parts of these Terms and Conditions of Sale be or become invalid, this shall not affect the validity of the remaining provisions.

3. LONG-TERM AND CALL-OFF CONTRACTS, PRICE ADJUSTMENT


3.1
Unlimited contracts and contracts with a term of more than two years may be terminated with three months’ notice.


3.2
If, in the case of long-term contracts (contracts with a term of more than 12 months and unlimited contracts), a significant change occurs in the cost of wages, materials or energy, each contracting party shall be entitled to demand an appropriate adjustment of the price taking these factors into account.


3.3
If a binding order quantity has not been agreed, we shall base our calculation on the non-binding order quantity (target quantity) expected by the partner for a specific period.

If the partner takes less than the target quantity, we are entitled to increase the unit price appropriately. If he takes more than the target quantity, we will reduce the unit price appropriately, provided that the partner has given notice of the additional requirement at least six months before delivery.


3.4
In the case of delivery contracts on call, binding quantities shall be communicated to us by call at least three months before the delivery date, unless otherwise agreed.

Additional costs caused by a delayed call-off or subsequent changes to the call-off with regard to time or quantity by our partner shall be borne by him; unless he is not responsible for the delay or subsequent change; in this case our calculation shall be decisive.

4. CONFIDENTIALITY

4.1 Each contracting party shall use all documents (including samples, models and data) and knowledge which it obtains from the business relationship only for the jointly pursued purposes and shall keep them secret from third parties with the same care as its own corresponding documents and knowledge if the other contracting party designates them as confidential or has an obvious interest in keeping them secret.

This obligation begins from the first receipt of the documents or knowledge and ends 36 months after the end of the business relationship.

4.2 The obligation shall not apply to documents and knowledge which are generally known or which were already known to the contracting party at the time of receipt without the contracting party being obliged to maintain secrecy, or which are subsequently transmitted by a third party entitled to pass them on, or which are developed by the receiving contracting party without exploitation of documents or knowledge of the other contracting party which are to be kept secret.

5. DRAWINGS AND DESCRIPTIONS


5.1
If one contracting party provides the other with drawings or technical documents concerning the goods to be delivered or their manufacture, these shall remain the property of the submitting contracting party.

6. SAMPLES AND MEANS OF PRODUCTION


6.1
Unless otherwise agreed, the manufacturing costs for samples and production equipment (tools, molds, templates, etc.) shall be invoiced separately from the goods to be delivered. This also applies to production equipment that must be replaced as a result of wear and tear.


6.2
The costs for maintenance and proper storage as well as the risk of damage to or destruction of the production equipment shall be borne by us.


6.3
If the Partner suspends or terminates the cooperation during the production period of the samples or means of production, all production costs incurred until then shall be borne by the Partner.


6.4
The means of production shall remain in our possession, even if the partner has paid for them, at least until the delivery contract has been settled. Accordingly, the Partner shall be entitled to demand surrender of the Means of Production if a mutually agreed settlement has been reached regarding the time of surrender and the Partner has fully complied with its contractual obligations.


6.5
We shall store the means of production free of charge for one year after the last delivery to our partner. Thereafter, we request our partner in writing to comment on further use within six weeks. Our duty of custody shall end if no comment is made or no new order is placed within these six weeks.


6.6
Customer-related means of production may only be used by us for subcontracting to third parties with the prior written consent of our partner.

7. PRICES


7.1
Our prices are in Euro excluding VAT, packaging, freight, postage and insurance.

8. TERMS OF PAYMENT


8.1
Unless otherwise agreed, all invoices shall be due for payment within 30 days of the invoice date.


8.2
If we have indisputably delivered partially defective goods, our partner shall nevertheless be obliged to make payment for the defect-free portion, unless the partial delivery is of no interest to him. In all other respects, the Partner may set off claims for reimbursement of costs for the removal of defects or completion of the work; it may set off other counterclaims only if they have been legally established, are ready for decision or are undisputed. The partner also has a right of retention or a right to refuse performance only within these limits.


8.3
In case of overdue payment, we shall be entitled to charge interest on arrears at the rate charged by the bank for current account overdrafts, but not less than 8 percentage points above the respective prime rate of the European Central Bank.


8.4
In the event of default in payment, we may, after written notice to the partner, suspend the performance of our obligations until receipt of the payments.


8.5
Bills of exchange and checks shall only be accepted by agreement and only on account of performance and provided that they are discountable. Discount charges are calculated from the day the invoice amount is due. A guarantee for timely presentation of the bill of exchange and check and for raising of bill protest is excluded.

9. DELIVERY


9.1
Unless otherwise agreed, we shall deliver “ex works”. Decisive for the compliance with the delivery date or the delivery period is the notification of readiness for dispatch or collection by us.


9.2
The delivery period shall commence with the dispatch of our order confirmation and shall be reasonably extended if the prerequisites of sec. 15.1 are present.


9.3
Partial deliveries are permissible to a reasonable extent. They will be invoiced separately.


9.4
Production-related excess or short deliveries are permissible within a tolerance of 10 percent of the total order quantity. According to their scope, this changes the total price.

10. SHIPPING AND TRANSFER OF RISK


10.1
Goods reported ready for dispatch shall be taken over by the Partner without delay. Otherwise, we shall be entitled, at our discretion, to dispatch them or to store them at the partner’s expense and risk.


10.2
In the absence of a special agreement, we shall choose the means of transport and the transport route.


10.3
The risk shall pass to the partner when the goods are handed over to the railroad, the forwarding agent or the carrier or when storage begins, but at the latest when the goods leave the factory or the warehouse, even if we have assumed responsibility for delivery.

11. DELAY IN DELIVERY


11.1
If we can foresee that the goods cannot be delivered within the delivery period, we shall notify the partner thereof without delay, inform it of the reasons for this and, if possible, state the expected delivery date.


11.2
If the delivery is delayed due to an event described in sec. 15.1 listed circumstance or by an act or omission of the Partner, then an extension of the delivery period appropriate to the circumstances shall be granted.


11.3
The partner shall only be entitled to withdraw from the contract if we are responsible for the non-observance of the delivery date and the partner has unsuccessfully granted us a reasonable period of grace.

12. RESERVATION OF OWNERSHIP


12.1
We retain title to the delivered goods until all claims arising from the business relationship with the partner have been satisfied.


12.2
The partner is entitled to sell these goods in the ordinary course of business as long as he meets his obligations from the business relationship with us in due time. However, he may neither pledge the reserved goods nor assign them as security. He is obliged to secure our rights in the credited resale of the reserved goods.


12.3
In the event of breaches of duty by the partner, in particular in the event of default in payment, we shall be entitled to withdraw from the contract and to take back the goods after the unsuccessful expiry of a reasonable deadline set for the partner to perform; the statutory provisions on the dispensability of setting a deadline shall remain unaffected. The partner is obliged to hand over the data.


12.4
The partner hereby assigns to us by way of security all claims and rights arising from the sale or any leasing of goods to which we are entitled and which may have been granted to the partner. We hereby accept the assignment.


12.5
Any processing of the reserved goods shall always be carried out by the partner on our behalf. If the reserved goods are processed or inseparably mixed with other objects not belonging to us, we shall acquire co-ownership of the new object in the ratio of the invoice value of the reserved goods to the other processed or mixed objects at the time of processing or mixing.

If our goods are combined or inseparably mixed with other movable items to form a single item and if the other item is to be regarded as the main item, the partner shall transfer co-ownership to us on a pro rata basis insofar as the main item belongs to him. The partner shall keep the property or co-property for us. In all other respects, the same shall apply to the item created by processing or combining or mixing as to the goods subject to retention of title.


12.6
The partner must inform us immediately of any enforcement measures by third parties against the goods subject to retention of title, against the claims assigned to us or against other securities, handing over the documents necessary for an intervention. This also applies to impairments of any other kind.


12.7
If the value of the existing securities exceeds the secured claims by more than 20 percent in total, we shall be obliged to release securities of our choice at the partner’s request.

13. SAFE


13.1
The quality of the goods shall be exclusively determined by the agreed technical delivery specifications. If we have to deliver according to drawings, specifications, samples, etc. of our partner, the latter shall assume the risk of suitability for the intended use. Decisive for the contractual condition of the goods is the time of the transfer of risk according to sec. 10.3.


13.2
We shall not be liable for material defects caused by unsuitable or improper use, faulty assembly or commissioning by the partner or third parties, normal wear and tear, faulty or negligent handling, nor for the consequences of improper modifications or repair work carried out by the partner or third parties without our consent. The same applies to defects that only insignificantly reduce the value or the suitability of the goods.


13.3
Claims for material defects shall become statute-barred after 12 months. This shall not apply if longer periods are prescribed by law, in particular for defects in a building and for goods that were used for a building in accordance with their customary use and caused the defectiveness thereof. Sentence 1 shall also not apply to damages resulting from injury to life, body or health and in the event of intent or gross negligence or any other breach of material contractual obligations (i.e. obligations the fulfillment of which is a prerequisite for the proper performance of the contract and compliance with which the contractual partner regularly relies on and may rely on) of our legal representatives or executive employees.


13.4
If an acceptance of the goods or an initial sample inspection has been agreed, the notification of defects shall be excluded which the partner could have detected during careful acceptance or initial sample inspection.


13.5
We shall be given the opportunity to establish the defect complained of. Goods which are the subject of a complaint must be returned to us immediately on request; we shall bear the transport costs if the complaint is justified. If the partner does not comply with these obligations or makes changes to the goods already complained about without our consent, he shall lose any claims for material defects.


13.6
In the event of a justified notification of defects in due time, we shall, at our discretion, either repair the goods complained about or deliver a faultless replacement.


13.7
If we do not meet these obligations or do not meet them in accordance with the contract within a reasonable period of time, the partner may set us a final deadline in writing within which we must meet our obligations. After the unsuccessful expiry of this period, the Partner may demand a reduction of the price or withdraw from the contract. Reimbursement of costs is excluded insofar as the expenses increase because the goods have been taken to another location after our delivery, unless this corresponds to the intended use of the goods.


13.8
Statutory rights of recourse of the partner against us shall only exist insofar as the partner has not made any agreements with its customer which go beyond the statutory claims for defects. Furthermore, the scope of the right of recourse shall be governed by sec. 13.7 last sentence accordingly.

14. OTHER CLAIMS, LIABILITY


14.1
Unless otherwise stated below, any other and further claims of the Partner against us shall be excluded. This applies in particular to claims for damages for breach of duty arising from the contractual obligation and from tort. We are therefore not liable for damage that has not occurred to the delivered goods themselves. In particular, we are not liable for loss of profit or other financial losses of the partner.


14.2
The above limitations of liability shall not apply in the event of intent, gross negligence on the part of our legal representatives or executive employees, or culpable breach of material contractual obligations, i.e. obligations the fulfillment of which is essential to the proper performance of the contract and compliance with which the contractual partner regularly relies on and may rely on. In the event of culpable breach of material contractual obligations, we shall be liable – except in cases of intent or gross negligence on the part of our legal representatives or leased employees – only for reasonably foreseeable damage typical of the contract.


14.3
Furthermore, the limitation of liability shall not apply in cases in which liability is assumed under the Product Liability Act for personal injury or property damage to privately used objects in the event of defects in the delivered goods. It shall also not apply in the event of injury to life, limb or health and in the absence of warranted characteristics, if and to the extent that the purpose of the warranty was precisely to protect the partner against damage that did not occur to the delivered goods themselves.


14.4
Insofar as our liability is excluded or limited, this shall also apply to the personal liability of our employees, workers, staff, legal representatives and vicarious agents.


14.5
The statutory provisions on the burden of proof shall remain unaffected.

15. HIGHER VIOLENCE


15.1
Force majeure, labor disputes, riots, official measures, failure of our suppliers to deliver and other unforeseeable, unavoidable and serious events shall release the contractual partners from their performance obligations for the duration of the disruption and to the extent of its effect. This shall also apply if these events occur at a time when the contracting party concerned is in default, unless it has caused the default intentionally or by gross negligence. The contracting parties are obliged to provide the necessary information without delay within the bounds of what is reasonable and to adjust their obligations to the changed circumstances in good faith.

16. PLACE OF PERFORMANCE, PLACE OF JURISDICTION AND APPLICABLE LAW


16.1
Unless otherwise stated in the order confirmation, our registered office shall be the place of performance.


16.2
Our registered office shall be the place of jurisdiction for all legal disputes, also in the context of a bill of exchange and check process. We shall also be entitled to take legal action at the partner’s registered office.


16.3
The contractual relationship shall be governed exclusively by the law of the Federal Republic of Germany.

The application of the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 (CISG – “Vienna Sales Convention”) is excluded.

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GENERAL CONDITIONS OF PURCHASE

of the company Hacker Feinmechanik GmbH
Im Polder 2, 94560 Offenberg (as of 09/2020)

1. SCOPE

1.1. These Terms and Conditions of Purchase shall apply to entrepreneurs, legal entities under public law and special funds under public law (hereinafter referred to as “Partner”).

1.2. These Terms and Conditions of Purchase shall apply to any (supply) framework contract (hereinafter “Contract”) and any individual contracts and/or orders under a Contract (hereinafter “Individual Contract”) with the Partner. Terms and conditions of the partner which are not expressly recognized by us shall not be valid.

1.3. The Terms and Conditions of Purchase shall also apply to all future orders and contractual relationships between the Partner and us.

2. GENERAL PROVISIONS

2.1. The contracting parties shall immediately confirm verbal agreements in detail in writing.

2.2. Should individual parts of these Terms and Conditions of Purchase be or become invalid, this shall not affect the validity of the remaining provisions.

2.3. We are entitled to terminate the contract without notice if there is good cause for doing so. Good cause shall be deemed to exist in particular if, after the conclusion of the contract, it becomes apparent that our delivery claims under the contract are jeopardized by the partner’s inability to perform and the partner, despite being requested to do so, fails to provide credible assurance of its ability to perform within a reasonable period of time. Statutory rights of termination and withdrawal and the rights pursuant to sec. 11.7 remain unaffected.

3. ORDER

3.1. If the partner does not accept our order within one week of receipt, we shall be entitled to revoke it.

3.2. Delivery schedules shall become binding at the latest if the partner does not object within seven days of receipt.

3.3. We may request changes to the delivery item and/or the delivery dates unless these would be unreasonable for the partner. In this context, the effects, in particular with regard to additional and reduced costs as well as delivery dates, shall be settled by mutual agreement in an appropriate manner.

4. LONG-TERM AND CALL-OFF CONTRACTS, PRICE ADJUSTMENT

4.1. Unlimited contracts and contracts with a term of more than two years can be terminated with three months’ notice.

5. CONFIDENTIALITY

5.1. The Partner shall use all documents (including samples, models and data) and knowledge obtained from the business relationship only for the jointly pursued purposes and shall keep them secret from third parties with the same care as it would its own documents and knowledge.

This obligation begins from the first receipt of the documents or knowledge and ends 36 months after the end of the business relationship.

5.2. The obligation shall not apply to documents and knowledge which are generally known or which were already known to the partner upon receipt without the partner being obligated to maintain secrecy, which are subsequently transferred by a third party authorized to disclose them, or which are developed by the partner without exploitation of documents or knowledge of our company which are to be kept secret.

5.3. The provisions of the German Act on the Protection of Business Secrets (GeschGehG) shall remain unaffected.

6. DRAWINGS AND DESCRIPTIONS

6.1. Drawings and descriptions handed over by us to the partner remain our inalienable material and intellectual property or the property of our customer. The documents shall be returned upon our request.

6.2. The partner shall transfer to us the ownership of drawings and descriptions prepared according to our specifications when they have been paid for in full.

6.3. Products which are manufactured according to our documents or the documents of our customer (such as drawings, models and the like) or according to confidential information or with tools or copied tools may neither be used by the partner himself nor offered or supplied to third parties.

7. SAMPLES AND MEANS OF PRODUCTION THAT THE PARTNER MANUFACTURES OR PROCURES ITSELF

7.1. If reimbursement of manufacturing costs for samples and production equipment (tools, molds, devices, etc.) has been agreed, these costs will be invoiced to us separately from the goods to be delivered, unless otherwise agreed. This also applies to production equipment that must be replaced as agreed due to wear and tear.

7.2. The costs of maintenance and proper storage as well as the risk of damage to or destruction of the production equipment shall be borne by the Partner. The partner shall store the means of production free of charge for three years after the last delivery to us. Thereafter, he requests in writing that we comment on further use within six weeks. The duty of custody ends if within these six weeks neither a statement is made nor a new order is placed.

7.3. The partner may only use customer-related means of production for subcontracting to third parties with our prior written consent. They may not be scrapped, made accessible to third parties or used for purposes other than those contractually agreed without our written consent and must be carefully stored by the partner.

8. SAMPLES AND MANUFACTURING EQUIPMENT WE PROVIDE

8.1. Production equipment and documents (this also includes samples and data) that we provide to the partner remain our property or the property of our customer.

8.2. The partner is obliged to provide these means of production with a reference to our ownership and to insure them at its own expense against fire, water and theft at replacement value. Upon request, the partner shall provide us with evidence of the existence of markings and the existence of corresponding insurance policies.

8.3. The partner shall inform us immediately of any damage to the production equipment and carry out maintenance and repair work on it at its own expense.

8.4. The processing, conversion or installation of production equipment which we have provided to the partner shall be carried out on our behalf.

8.5. If this leads to an inseparable mixing of our items with items of the partner or a third party, we shall become co-owners of the newly created item in the ratio of the value of our items to the new item. If the processing, conversion or installation is carried out in such a way that our items are to be regarded as essential components of a main item of the partner, we shall acquire co-ownership of the main item in the ratio of the value of our items to the new item. In both cases, the partner shall keep the co-ownership share for us.

9. PRICES

9.1. Unless otherwise agreed, the prices shall be free place of receipt in EUR including packaging.

10. EVIDENCE OF ORIGIN, SALES TAX EVIDENCE AND EXPORT RESTRICTIONS

10.1. Proofs of origin required by law or requested by us shall be provided by the partner with all necessary details and duly signed without delay. The partner shall inform us in writing without delay and without being requested to do so if the information in the proofs of origin for the delivered goods is no longer correct.

10.2. The same applies to proof of foreign and intra-Community deliveries for VAT purposes.

10.3. The partner shall inform us immediately if a delivery is subject in whole or in part to export restrictions under German or any other law.

11. TERMS OF PAYMENT

11.1. Unless otherwise agreed, we shall pay, subject to the provision in sec. 11.3 up to 14 days after delivery and receipt of the proper invoice with a three percent discount or within 30 days net. The later date shall be decisive for the start of the payment period.

11.2. In the event of acceptance of premature delivery, the due date shall be based on the agreed delivery date.

11.3. In the event of defective delivery or delay in delivery, we shall be entitled to withhold payment in proportion to the value until proper performance.

11.4. Without our written consent, which may not be unreasonably withheld, the partner shall not be entitled to assign its claims against us or to have them collected by third parties.

11.5. If, contrary to sentence 1, the partner assigns its claim against us to a third party without our consent, the assignment shall nevertheless be effective. However, we may, at our option, make payment to the partner or the third party with discharging effect.

11.6. The Partner may only set off counterclaims that have been legally established, are ready for decision or are undisputed or have been legally established. The partner also has a right of retention or a right to refuse performance only within these limits.

11.7. If we are obliged to perform in advance within the framework of an individual contract, we shall be entitled to refuse our payment and to set the partner a reasonable period of time in which it must deliver concurrently against payment or provide security if, after conclusion of the contract, it becomes apparent that our delivery claim is jeopardized by the partner’s inability to perform. The partner’s inability to perform is presumed if the partner’s creditworthiness is rated “high risk” (rating level 7) or worse by Euler Hermes or if a credit insurer makes a limit adjustment for the partner that is not merely minor. In the event of refusal by the partner or unsuccessful expiry of the deadline, we shall be entitled to withdraw from the individual contract and demand compensation for damages.

12. DELIVERY AND TRANSFER OF RISK

12.1. Unless otherwise agreed, the Partner shall deliver “free domicile”. In this case, the risk is transferred to us when the partner has brought the goods into our warehouse.

12.2. The delivery period shall commence with the dispatch of the order confirmation and shall be extended appropriately if the conditions of force majeure exist.

12.3. Partial deliveries are only permissible by special agreement.

12.4. The partner is obligated to procure all necessary accompanying documents for the goods, waybills, supplier declarations, inspection records, factory test certificates and other documents at its own expense and to submit them to us in good time. If the acceptance of the delivery depends on documents, we shall not be in default of acceptance if the partner has not submitted the documents in due time, including a reasonable time for inspection.

13. ACTIVITY IN OUR COMPANY

13.1. Persons working within our company in fulfillment of the Partner’s obligations are subject to the provisions of our company regulations and our orders with regard to the accident prevention, occupational safety, environmental and other regulations applicable at our company. Hazardous substances may only be used within our company after consultation with our specialist personnel and must be properly labeled.

14. DELAY IN DELIVERY

14.1. If the partner can foresee that the goods cannot be delivered within the delivery period, the partner shall inform us of this immediately and in writing, state the reasons for this and, if possible, state the expected delivery date.

14.2. In the event of a delay in delivery, we shall be entitled, at our discretion, to withdraw from the contract, to procure a replacement from a third party and/or to claim damages for non-performance. The partner shall reimburse us for any costs incurred by us as a result of its delay in delivery. Further legal claims due to delay in delivery remain unaffected.

14.3. The Partner’s obligation to pay damages shall also extend to any lump-sum damages and contractual penalties that we owe to our customer as a result of the delay in delivery, provided that these are not unusual or we have informed the Partner of the lump-sum damages or contractual penalty agreed with the customer.

15. RESERVATION OF OWNERSHIP

15.1. The Partner shall be entitled to ownership of the delivered goods until payment has been made in full (simple retention of title). Other forms of retention of title, in particular an extended and/or expanded retention of title, shall only apply with our express consent.

16. STATEMENTS

16.1. The goods must meet the agreed specifications and what must be assumed by the partner with knowledge of the intended use, but at least the mandatory legal requirements and the state of the art. Decisive for the contractual condition of the goods is the time of the transfer of risk.

16.2. We inspect the goods immediately upon receipt for obvious and visible quantity and identity discrepancies and transport damage. In the event of a complaint, the Partner shall bear the costs of inspection and replacement delivery. In the case of any type of defect, the time limit for notification of defects is five working days from the date of discovery, and the dispatch of the notification within the time limit is sufficient. In this respect, the Partner waives the defense of delayed notice of defects.

16.3. Claims for material defects shall become statute-barred after 36 months. This shall not apply if the law provides for longer periods.

16.4. If the partner allows a reasonable period set for it to elapse without having rectified the defect or delivered defect-free goods, we may rectify the defect ourselves or have it rectified by a third party at the partner’s expense. The statutory provisions on the dispensability of setting a deadline as well as all statutory rights due to defects including claims under a right of recourse shall remain unaffected.

17. DEFECTS OF TITLE

17.1. The Partner warrants that all deliveries are free from third party rights and, in particular, that no patents or other industrial property rights of third parties are infringed by the delivery and use of the goods in the country of the agreed place of delivery, in the European Union, Switzerland, Turkey, Great Britain and – to the extent notified to the Partner – in the intended countries of use.

17.2. Insofar as the partner is directly liable to the third party by operation of law, the partner shall indemnify us against claims by third parties arising from any infringements of property rights and shall bear all necessary costs incurred in this connection.

17.3. Claims based on defects of title shall become time-barred within the same period as claims based on defects of quality.

18. OTHER CLAIMS, LIABILITY OF THE PARTNER

18.1. Insofar as the partner is responsible for product damage, it shall be obliged to indemnify us against claims for damages by third parties insofar as the cause lies within its sphere of control and organization and it is itself liable in relation to third parties.

18.2. n the context of this liability, the Partner shall also be obliged to reimburse any expenses pursuant to Sections 683, 670 of the German Civil Code (BGB) and Sections 830, 840, 426 of the German Civil Code (BGB) arising from or in connection with a recall action carried out by us or our customers. We will inform the partner about the content and scope of the recall measures to be carried out – as far as possible and reasonable – and give him the opportunity to comment. Other statutory claims shall remain unaffected.

18.3. The Partner undertakes to maintain product liability insurance that is adequate in scope and amount. If we are entitled to further claims for damages, these shall remain unaffected.

19. OUR LIABILITY

19.1. Any claims for damages on whatever legal grounds may only be asserted against us in the event of intent, gross negligence on the part of our legal representatives or executive employees and culpable breach of essential contractual obligations, i.e. obligations whose fulfillment is a prerequisite for the proper performance of the contract and on whose compliance the contractual partner regularly relies and may rely. In the event of culpable breach of material contractual obligations, we shall only be liable for reasonably foreseeable damage typical for the contract.

19.2. The limitation of liability shall not apply in cases in which we are compulsorily liable for personal injury or property damage under the Product Liability Act and in cases of injury to life, limb or health.

20. HIGHER VIOLENCE

20.1. Force majeure, labor disputes, riots, armed conflicts, terrorist attacks, official measures, failure of suppliers to deliver, epidemics and other unforeseeable, unavoidable and serious events shall release the contractual partners from their performance obligations for the duration of the disruption and to the extent of its effect. The contracting parties are obliged to provide the necessary information without delay within the bounds of what is reasonable and to adjust their obligations to the changed circumstances in good faith.

21. PLACE OF PERFORMANCE, PLACE OF JURISDICTION AND APPLICABLE LAW

21.1. The place of performance for our payments is the location of our company that concluded the contract or individual contract.

21.2. Claims for defects are to be fulfilled where the delivered goods are located in each case.

21.3. For all legal disputes arising from and in connection with a contract or individual contract, also in the context of a bill of exchange and check process, our place of business shall be the place of jurisdiction. We shall also be entitled to take legal action at the partner’s registered office.

21.4. The contractual relationship shall be governed exclusively by the laws of the Federal Republic of Germany.

21.5. The application of the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 (CISG – “Vienna Sales Convention”) is excluded.

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