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General Terms & Conditions

General Terms and Conditions of Purchase

§1 General, scope

(1) The present General Terms and Conditions of Purchase (GTCP) apply to all business relationships with our suppliers (hereinafter: "vendors"). The GTCP apply only if the Vendor is an entrepreneur (§ 14 of the German Civil Code), or a legal entity or special asset body pursuant to public law.

(2) The GTCP apply, in particular, to contracts governing the sale and/or delivery of movable items (hereinafter also: goods), irrespective of whether the Vendor is itself the manufacturer of said goods, or purchases them from suppliers (§§ 433, 651 of the German Civil Code).

(3) These GTCP apply exclusively. Differing, contradictory or supplementary General Terms and Conditions of Business on the part of the Vendor shall only become contractual components, when and insofar as we explicitly confirm their validity in writing. This consent requirement shall apply in all cases, for instance even if we accept deliveries from the Vendor without reservation, with knowledge of its General Terms and Conditions of Business.

(4) Individual agreements concluded with the Vendor on a case-by-case basis (including ancillary agreements, addenda and amendments) shall always have precedence over these GTCP. A written contract or our written confirmation is decisive for the content of agreements of this type.

(5) Legally relevant declarations and notices to be given to us by the Vendor following contract conclusion (e.g. deadlines, reminders, withdrawal declaration), shall require the written form in order to be effective.

(6) The place of performance of the reciprocal service obligations shall be our headquarters./p>

(7) The Vendor shall only have offsetting and retention rights when its counter claims are undisputed, found to be legally effective or are recognized by ourselves.

(8) In the case that individual provisions of the contracts concluded between the parties are, or become ineffective or unworkable, the remaining provisions of these contracts shall remain unaffected by this. The dispositive statute law shall replace the ineffective or unworkable provisions. In the event that a regulatory loophole is found to exist, the parties shall agree upon an arrangement that takes into consideration the respective contractual intent.

(9) References made to the validity of statutory regulations have only a clarification function. The statutory regulations are therefore also applicable without a clarification of this type, insofar as they are not directly amended, or expressly excluded in these GTCP.

§2 Contract conclusion

The Vendor is obliged to accept our order within a period of 2 weeks following its receipt. This can take place by means of a written confirmation, or through the dispatch of the goods. A delayed acceptance shall be deemed to be a new offer and shall require our acceptance.

§3 Delivery period, delayed delivery

(1) The delivery period stated by ourselves in the order is binding. If the delivery period is not stated in the order, and not otherwise agreed, it shall be 4 weeks and commence upon receipt of the order. The Vendor is obligated to notify us in writing, without delay, if - for whatever reasons - it does not expect to be able to comply with the agreed delivery periods.

(2) Our rights - in particular of withdrawal and to compensation - are determined pursuant to the statutory provisions, should the Vendor not render its services, or not render them within the agreed delivery period, or enter into default. The provisions in Paragraph 3 remain unaffected.

(3) If the Vendor is in default, we can - as well as asserting further-reaching legal claims - request flat-rate compensation in the amount of 1% of the agreed net sale price per completed calendar week, though, in total, not more than 5 % of the agreed net sales price of the goods that are the object of the default. We shall retain the right to provide proof that we have incurred greater damages. The Vendor shall retain the right to furnish proof that we have suffered no, or substantially less damages.

§4 Performance, delivery, transfer of risk, acceptance default

(1) The Vendor shall not be entitled to engage third parties (e.g. a sub-contractor) to provide outstanding services for which it is responsible, without our prior written consent. The Vendor shall bear the risk of procurement for its deliveries and services, unless otherwise agreed in specific cases (e.g. for the sale of goods in stock).

(2) Delivery shall be free of charge within Germany, to the address stated in the order. If a delivery address is not provided, and nothing otherwise agreed, delivery shall be made to our headquarters in Krefeld. The respective delivery address, or (if a delivery address is not stated or agreed) our headquarters, shall also be the place of performance (debt discharge at creditor's domicile).

(3) The delivery is to be accompanied by a delivery note, specifying date (of issue and dispatch), delivery contents (article number and number) and our order identifier (date and number). Should said delivery note be missing or incomplete, we shall not be responsibility for any resultant processing and payment delays. An appropriate advice of shipment, containing the same information as the delivery note, must be sent to us separately.

(4) The risk of accidental loss and accidental deterioration of the goods, is transferred to us upon handover at the place of performance. If an acceptance inspection has been agreed, this shall be decisive with respect to risk transfer. The statutory provisions are otherwise applicable.

(5) The statutory provisions govern the commencement of acceptance delay on our part. The Vendor must however expressly offer its services, if a specific or determinable calendar time has been agreed upon for an action or contribution on our part (e.g. provision of material). Should we be deemed to be in default of acceptance, the Vendor can request compensation for additional expenditure pursuant to the statutory provisions (§ 304 of the German Civil Code). If the contract governs the production, by the Vendor, of non-fungible goods (custom production), the Vendor shall only have further-reaching rights if we have undertaken to provide assistance and to bear responsibility for a failure to provide said assistance.

§5 Prices, payment terms and conditions

(1) The price stated in the order is binding. All prices include statutory value added tax, unless the value added tax is shown separately.

(2) Unless otherwise agreed in specific cases, the price includes all services and ancillary services (e.g. assembly, installation) and all extra costs (e.g. appropriate packaging, transport costs including transport and liability insurance, if any). The Vendor must take back packaging material if we request it to do so.

(3) The agreed price is due for payment within 30 days following complete delivery and performance (including, if applicable, an agreed acceptance inspection), and receipt of a value added tax legislation compliant invoice. If we make said payment within 14 calendar days, the Vendor shall grant us an early payment discount in the amount of 3 % of the net invoice amount. Payment by bank transfer shall be deemed to have been made on time when our transfer order is received by the bank prior to the expiry of the payment deadline.

(4) We shall not owe interest for delayed payment. The annual default interest rate shall be 5 percentage points above the base rate. The commencement of default on our part shall be governed by the statutory provisions.

(5) We are entitled to offsetting and retention rights, as well as to objection on the grounds of contractual non-fulfillment, to the extent provided for by law. We are, in particular, entitled to retain payments, as long as we have claims against the Vendor arising from incomplete or defective performance rendered by the latter.

(6) The Vendor only has an offsetting or retention right with respect to legally effective, or undisputed counterclaims.

§6 Secrecy, retention of title

(1) Pictures, plans, drawings, calculations, instructions, product descriptions and other miscellaneous documents provided by ourselves to the Vendor may - regardless of the existence of statutory protective rights - be used solely to render the delivery or services governed by the present contract, and shall be promptly surrendered to us following the fulfillment of the delivery or service. Said documents must not be disclosed to third parties, both during and following the termination of the present contract. This non-disclosure obligation shall only expire, if, and insofar as the knowledge contained within the documents received by the Vendor has entered the public domain.

(2) The above provision applies analogously to substances and materials (e.g. software, finished and semi-finished products) and to tools, templates, samples and other items that we provide to the Vendor for the purpose of production. Such items - provided they are not further processed - shall be separately stored and insured by the Vendor to a reasonable extent against destruction and loss at the Vendor's own expense.

(3) A processing, mixing or combining (further processing) of provided items shall be undertaken by the Vendor on our behalf. The same applies to the further processing by ourselves of delivered goods, so that we shall be deemed manufacturer, and obtain ownership of the product, at the latest upon said further processing, in accordance with statutory provisions.

(4) The transfer of ownership of goods to ourselves takes place unconditionally, and irrespective of whether the purchase price has been paid. Should we, however, in specific cases, accept an offer by the Vendor to transfer ownership that is conditional upon full payment of the purchase price, the retention of title by the Vendor for the delivered goods shall expire, at the latest upon payment of the purchase price.

We shall also remain entitled to resell the goods in the course of normal business, prior to the payment of the purchase price, with advance assignment of the ensuing claim (alternatively, a validity of simple title retention, and a retention of title extending to resale). All other forms of title retention are, in any event, excluded, in particular expanded, forwarded, title retention extended to further processing and current account reservation.

§7 Defective delivery

(1) Insofar as nothing else is stipulated below, the statutory provisions shall govern our rights in the case that goods exhibit quality and/or title defects (including incorrect and incomplete deliveries, improper assembly, and defective assembly or operational instructions), and for other breaches of duty by the Vendor.

(2) According to statutory provisions, the Vendor is, in particular, liable for the agreed quality of the goods upon transfer of risk to ourselves. Product descriptions which - in particular, by way of description or reference in our order - are the subject of the respective contract, or which are incorporated into the contract in the same manner as these GTCP, shall, in any case, be deemed the agreement concerning quality. The origin of the product description - whether ourselves, the Vendor or the manufacturer - shall be of no relevance.

(3) The Vendor warrants that the goods are unencumbered by the rights of third parties (in particular property rights such as for example patent, trademark, registered design or copyright protection).

(4) Notwithstanding § 442 (1) Sentence 2 of the German Civil Code, we shall also be entitled to unlimited claims for defects, in the case that said defects remained unknown to us due to gross negligence.

(5) The statutory provisions (§§ 377, 381 of the German Trade Code) govern commercial inspection and defect notification obligations, as stipulated below: Our inspection obligation is limited to those defects which become apparent during our incoming goods inspection process, namely an external examination that includes the delivery documentation, as well as within the framework of our quality control, by way of random sample testing (e.g. transport damage, incorrect and incomplete delivery). Our defect notification obligation for defects discovered at a later point in time remains unaffected. Our complaints (defect notification) shall, in all cases, be deemed timely and without delay if received by the Vendor within 10 working days following the discovery of the defect.

(6) The Vendor shall bear the costs associated with investigation and rectification (including any removal and installation costs), even if it transpires that there was, in actual fact, no defect. The aforementioned costs shall be borne by ourselves, insofar as the Vendor can prove that we recognized that the defect rectification request was unjustified, or mistakenly judged it to be necessary due to gross negligence.

(7) If the Vendor fails to meet his legal rectification obligation within a reasonable deadline set by ourselves, we shall be entitled to remedy the defect ourselves and to demand reimbursement from the Vendor of the expenditure required for this. The setting of a deadline shall not be required if rectification by the Vendor fails, or is unacceptable for us (e.g. because of special urgency, endangerment of operational safety or a likely occurrence of disproportionate damage); we shall promptly notify the Vendor of such circumstances.

(8) We shall otherwise be entitled to a purchase price reduction, or to withdraw from the contract in the event of quality and title defects, in accordance with the statutory provisions. We are moreover entitled to claim damages and the reimbursement of expenses, according to the statutory provisions.

§8 Supplier recourse

(1) Our statutory entitlement to recourse within a supplier chain (supplier recourse pursuant to §§ 478, 479 of the German Civil Code), as well as to claims arising from defects, is valid without restriction. We are, in particular, entitled to request the Vendor to provide precisely the type of supplementary service (rectification or replacement delivery) that we owe our customer in the individual case. Our statutory right to choose (§ 439 (1) of the German Civil Code) is not restricted by this.

(2) Before recognizing or fulfilling a claim arising from a defect asserted by one of our customers (including the reimbursement of expenses pursuant to §§ 478 (3), 439 (2) of the German Civil Code), we shall notify the Vendor, provide a brief account of the facts of the matter and request its written comments. If a statement is not provided and an amicable solution is also not brought about within a reasonable period of time, a claim for defects granted by ourselves to the customer against the Vendor shall be deemed to be valid; it shall then be incumbent upon the Vendor to provide counter evidence.

(3) Our claims regarding supplier recourse shall also be valid in the case that the goods have been further processed (e.g. by installation in another product) by ourselves, or by one of our customers.

§9 Manufacturer’s liability

(1) Should the Vendor bear responsibility for product damage, it shall indemnify us from, and against the claims of third parties, insofar as the cause of this lies within its sphere of control and organization and it is, itself, liable externally.

(2) The Vendor must, within the framework of its obligation to indemnify, be obliged to reimburse those expenses incurred from, or in connection with third party claims pursuant to §§ 683, 670 of the German Civil Code, including a recall carried out by ourselves. We shall inform the Vendor regarding the content and scope of recall measures - insofar as this is possible and reasonable - and give it the opportunity to comment. Further-reaching legal claims remain unaffected.

(3) The Vendor must conclude and maintain a product liability insurance policy with a coverage amount customary for the branch, for personal injuries and damage to property.

§10 Limitation

(1) The mutual claims of the contracting parties shall lapse pursuant to statutory provisions, insofar as not otherwise regulated below.

(2) Notwithstanding § 438 (1) No. 3 of the German Civil Code, the general limitation period for claims arising from defects shall be 3 years following risk transfer. If an acceptance procedure is agreed, the limitation period shall commence upon acceptance. The 3 year limitation period shall also apply analogously to claims arising from title defects, whereby the statutory limitation period for third party claims in rem (§ 438 (1) No. 1 of the German Civil Code) shall remain unaffected; claims arising from title defects shall, moreover, on no account become statute-barred, as long as the third party can still assert the right against us - in particular in the absence of limitation.

(3) The limitation periods under sales law, including the aforementioned extension, apply - within statutory limits - to all claims with a basis in contractual liability. Regular statutory limitation (§§ 195, 199 of the German Civil Code) shall be applicable insofar as we are also entitled to non-contractual compensation due to a defect, if the application of purchase law limitation periods in specific instances does not lead to a longer limitation period.

§11 Governing law, court of jurisdiction

(1) These GTCP and all legal relationships between ourselves and the Vendor shall be governed in accordance with the laws of the Federal Republic of Germany, with the exception of the UN Convention of Contracts for the International Sale of Goods (CISG).

(2) The competent courts for our headquarters shall have exclusive jurisdiction for all disputes between ourselves and the Vendor. We shall, nevertheless, be entitled to take legal action at the general court of jurisdiction for the Vendor, or at other legal venues.

 

General Terms and Conditions of Sale

§1 General, scope

(1) The present General Terms and Conditions of Sale (GTCS) apply to all business relationships with our customers (hereinafter: "Buyers"). The GTCS apply only if the Buyer is an entrepreneur (§ 14 of the German Civil Code), or a legal entity or special asset body pursuant to public law.

(2) The GTCS apply, in particular, to contracts governing the sale and/or delivery of movable items (hereinafter also: goods), irrespective of whether we manufacture the goods using our own designs, or those of the Buyer (§§ 433, 651 of the German Civil Code.

(3) These GTCS apply exclusively. Differing, contradictory or supplementary General Terms and Conditions of Business on the part of the Buyer are not to become contractual components. Our GTCS shall also apply, even if we make deliveries with knowledge of contradictory or differing terms and conditions of purchase on the part of the Buyer.

(4) Individual agreements concluded with the Buyer shall have precedence over these GTCS.

(5) Legally relevant declarations and notices to be given to us by the Buyer following contract conclusion (e.g. deadlines, defect notifications, withdrawal or reduction declarations) shall require the written form in order to be effective.

The place of performance of the reciprocal service obligations shall be our headquarters.

(7) The Buyer shall only have offsetting and retention rights when its counter claims are undisputed, found to be legally effective or are recognized by ourselves.

(8) In the case that individual provisions of the contracts concluded between the parties are, or become ineffective or unworkable, the remaining provisions of these contracts shall remain unaffected by this. The dispositive statute law shall replace the ineffective or unworkable provisions. In the event that a regulatory loophole is found to exist, the parties shall agree upon an arrangement that takes into consideration the respective contractual intent.

(9) References made to the validity of statutory regulations have only a clarification function. The statutory regulations are therefore also applicable without a clarification of this type, insofar as they are not directly amended, or expressly excluded in these GTCS.

§2 Contract conclusion

(1) Our offers are subject to change, unless explicitly stated otherwise.

(2) The ordering of goods by the Buyer is deemed a binding offer of contract. Unless stated otherwise in the order, we are entitled to accept this offer of contract within 3 weeks, commencing on the day of its receipt by ourselves.

(3) Contract offers can be accepted by ourselves either in writing (e.g. order confirmation), or by the delivery of the goods to the Buyer.

§3 Buyers' obligations / Dough recipe processing compatibility

Baked goods moulding machines naturally cannot be used for all dough recipes. If the Buyer shall purchase the machine in its capacity as dealer or as reseller, it shall be incumbent upon it, as a primary obligation, to refer its customers to this circumstance, to ask the customer which dough recipes it intends to use, and to test, or to have tested, whether said recipes are suitable for processing.

§4 Delivery period, delayed delivery

(1) Delivery periods and delivery dates are only effective if confirmed by us in writing.

(2) Should we be unable to comply with binding delivery periods for reasons that are beyond our control (performance non-availability), we shall promptly notify the Buyer thereof and advise it of the expected new delivery period. If the performance is also unavailable within the new delivery period, we shall be entitled to withdraw from the contract in whole or in part; a consideration, already rendered by the Buyer, shall be promptly refunded. Non-availability of performance within the meaning of this provision shall, in particular, include non-timely delivery by our suppliers if we have entered into a congruent hedging transaction, neither we or our supplier is at fault, or if, in a specific instance, we are not obliged to carry out procurement.

(3)Commencement of delivery default on our part is governed by the statutory provisions.

(4) The rights of the Buyer pursuant to § 8 of these GTCS remain unaffected.

§5 Delivery, transfer of risk, acceptance, acceptance default

(1) Unless separately agreed, delivery shall be ex works. We are entitled to make partial deliveries.

(2) The risk of accidental loss and accidental deterioration of the goods is in all cases transferred to the Buyer upon handover. In the case of sale-by-dispatch, the risk of accidental loss and of accidental deterioration of the goods as well as the risk of delay is, however, transferred as soon as the goods are delivered to the forwarding agent, the haulier or to any other party designated to carry out their delivery. If an acceptance inspection is agreed, this is decisive with respect to risk transfer. Apart from this, the statutory provisions of service contract legislation also apply analogously to an agreed acceptance. Transfer and acceptance shall be deemed equivalent if the Buyer is in acceptance default.

(3) If the Buyer wishes, we shall conclude transportation insurance to cover the delivery. The associated costs shall be borne by the Buyer.

(4) Packaging - transport and all other types - according to the Packaging Ordinance shall, with the exception of pallets, not be taken back.

(5) If the Buyer is in acceptance default, omits to provide assistance, or our delivery is delayed for reasons for which the Buyer is responsible, we shall be entitled to demand compensation for the damages resulting from this, including additional expenses (e.g. storage costs).

§6 Prices, payment terms and conditions

(1) Unless otherwise agreed, the prices in our current price list are valid. Prices are ex works, plus respective applicable statutory value added tax. Packaging, freight and insurance costs as well as any customs duties, fees, taxes or other public levies shall be borne by the Buyer. The deduction of a discount for prompt payment shall require our separate written consent.

(2) The purchase price is payable within 30 calendar days of the invoice date. Unless otherwise agreed, the purchase price is payable by bank transfer. Due date means receipt of payment by ourselves (bank credit). We are entitled to request a reasonable advance payment on the purchase price.

(3) The Buyer shall be in default upon the expiry of the aforementioned payment period. Default interest, at the respective applicable statutory rate, shall be payable on the purchase price during the default period. We reserve the right of assertion of further-reaching damages caused by delay. Our claim to interest for commercial delay (§ 353 of the German Trade Code) remains unaffected.

(4) An application by the Buyer to commence insolvency proceedings shall also be deemed a deterioration in financial circumstances within the meaning of § 321 of the German Civil Code.

§7 Retention of title

(1) We shall retain title to the sold goods until full payment of all of our present, and future accounts receivable pursuant to the contract and an on-going business relationship (secured receivables).

(2) Goods subject to title retention may neither be pledged to third parties, nor assigned as collateral, before full payment of the secured receivables. The Buyer shall immediately notify us in writing, if and insofar as third parties obtain access to goods belonging to ourselves.

(3) In the event of breach of contract by the Buyer, in particular through non-payment of the due purchase price, we shall be entitled to withdraw from the contract in accordance with the statutory provisions, and, to demand the return of the goods, based on title retention and said withdrawal. Should the Buyer not pay the due purchase price, we may only assert these rights if, prior to this, we have unsuccessfully granted the Buyer a reasonable grace period in which to pay, or if provision of such a grace period is dispensable according to the statutory provisions.

(4) The Buyer is authorized to sell and/or to process the goods subject to title retention in the course of orderly business activities. In this case, the following provisions apply additionally.

a) Title retention shall extend to the full value of products created by the processing, mixing or combination of our goods, with ourselves deemed as manufacturer. If third party ownership rights persist in the event of processing, mixing or combination involving third party goods, we shall acquire joint title in proportion to the invoiced value of the processed, mixed or combined goods. In all other cases, the same shall apply to the resultant products, as applies to goods delivered subject to title retention

b) The Buyer herewith assigns to us as security, with immediate effect, total claims against third parties arising from the sale of the goods or the products, or the amount of our possible co-ownership of these, pursuant to the above paragraph. We accept said assignment. The Buyers' obligations under Paragraph 2 also apply with regard to the assigned accounts receivable.

c) The Buyer shall remain, as ourselves, authorized to collect receivables. We undertake not to collect receivables, as long as the Buyer fulfils its payment obligations, does not default with respect to said payments, an application to commence insolvency proceedings has not been submitted, and its performance capacity is not defective in any other manner. If, however, any such circumstance should arise, we shall be entitled to require the Buyer to disclose all assigned claims and corresponding debtors, provide us with all information required for collection, surrender the pertinent documents and notify the debtors (third parties) of the assignment.

d) If the realizable value of the collateral items exceeds our claims by more than 10%, we shall, upon the request of the Buyer, release securities at our discretion.

§8 Warranty for defects

(1) The rights of the Buyer in the case of quality and title defects shall be governed by the statutory provisions of §§ 437 et seq. of the German Civil Code that are applicable to the purchase contract, insofar as differing provisions are not specified below.

(2) The basis of our liability for defects shall be, first and foremost, the agreement concluded concerning the quality of the goods (§ 434 (1) Sentence 1 of the German Civil Code). Product descriptions designated as quality agreements which were handed over to the Buyer prior to its order, or which were otherwise incorporated into the contract shall in particular be deemed the quality agreement. In case of doubt, the product and/or manufacturing specifications provided by the Buyer shall be deemed the quality agreement.

(3) The Buyers' claims arising from a defect require the fulfilment of its statutory inspection and reporting obligations (§§ 377, 381 of the German Trade Code). If a defect is discovered during or after the inspection, this must be reported to us without delay in writing. The notification shall be deemed "without delay" if submitted within two weeks, whereby a timely dispatch of the notification shall be sufficient to observe this deadline. The Buyer is obliged, irrespective of this inspection and reporting obligation, to report obvious defects (including incorrect and incomplete deliveries) in writing, within the two weeks following delivery, whereby a timely dispatch of the notification shall, also in this case, be sufficient to observe said deadline. If the Buyer neglects to carry out a proper inspection and/or to report a defect, our liability for the non-reported defect is excluded.

(4) Should the delivered item be defective, the Buyer shall be entitled, to begin with, to request either the remedying of the defect (repair), or the delivery of a non-defective item (replacement delivery). If the Buyer does not state its choice of one of these two rights, we shall be entitled to set it a reasonable time limit for this purpose. Should the Buyer not choose within the time limit, the right of choice shall be passed to us upon expiry of the deadline.

(5) We shall be entitled to make rectification conditional upon payment of the due purchase price by the Buyer. The Buyer shall nevertheless be entitled to withhold such part of the purchase price as is reasonably proportionate with the defect.

(6) The Buyer shall give us the time and opportunity necessary for the rectification, and, in particular, surrender the rejected goods for inspection purposes. In the case of replacement delivery, the Buyer must return the defective item to ourselves in accordance with statutory provisions. Rectification shall include neither the removal of the defective part, nor its reinstallation, if we were not originally obliged to perform the installation.

(7) Should a defect be present, we shall bear the costs incurred through inspection and rectification, in particular transport, travel, labour and material costs, though not the costs of installation and removal.

(8) A culpably unjustified request for a defect rectification shall oblige the Buyer to reimburse the costs thereby incurred by the Vendor. The presumption of fault of § 280 (1) Sentence 2 of the German Civil Code applies.

(9) Claims by the Buyer to compensation, or for the reimbursement of wasted expenses, are finally governed in § 8 of these GTCS.

§9 Liability

(1) Insofar as these GTCS and the provisions set-out below do not stipulate otherwise, we shall, in the event of a breach of contractual and non-contractual obligations, be liable in accordance with the relevant statutory provisions.

(2) We shall be liable - irrespective of the legal basis - for any damages caused by wilful intent or gross negligence. In the case of ordinary negligence, we shall assume liability only for

a) damages involving injury to life, limb or health

b) damages resulting from a material breach of contract (breach of an obligation, the performance of which is essential for due performance of the contract, and on the performance of which the contracting partner regularly relies and is entitled to rely); our liability is in this case, however, limited to the reimbursement of the foreseeable, typically occurring damages.

(3) The liability limitations arising from Paragraph 2 shall not apply, insofar as a defect was fraudulently concealed, or a guarantee for the quality of the goods was assumed. The same shall apply for claims of the Buyer under the Product Liability Act.

(4) The Buyer shall only be entitled to withdraw or terminate on account of a breach of duty which does not constitute a defect if we are responsible for said breach of duty. A free termination right on the part of the Buyer (in particular pursuant to §§ 651, 649 of the German Civil Code) is excluded. The statutory provisions and legal consequences are otherwise applicable.

§10 Limitation

(1) Notwithstanding § 438 (1) No. 3 of the German Civil Code, the general limitation period for claims based on defects in quality or in title shall be one year. The period shall commence following delivery of the goods to the Buyer, or to a recipient specified by the Buyer, or - if we have contractually agreed to install the goods - installation at the premises of the Buyer or those of a recipient specified by the Buyer.

(2) The foregoing limitation periods under sales law shall also apply to contractual and non-contractual claims of the Buyer based upon defective goods, unless the application of regular statutory limitation (§§ 195, 199 of the German Civil Code) would, in specific instances, lead to a shorter limitation period. The limitation periods set forth in the Product Liability Act shall remain unaffected in any case. The statutory limitation periods are otherwise exclusively applicable to damage compensation claims of the Buyer pursuant to § 8.

§11 Third party property rights

Insofar as we are commissioned to manufacture goods according to the Buyers' designs or specifications, the Buyer shall be deemed, herewith, to provide an assurance that these designs or specifications are not encumbered with the property rights of third parties (in particular patent, registered design and copyright protection). In the event that we are held liable by a third party on account of property rights infringement pertaining to these designs or specifications - whether judicial or extra-judicial, substantiated or otherwise - the Buyer shall indemnify us against all resultant damages. This shall also apply to the costs of legal defense, insofar as these are necessary for an appropriate legal defense.

§12 Governing law, court of jurisdiction

(1) These GTCP, and all legal relationships between ourselves and the Vendor, shall be governed in accordance with laws of the Federal Republic of Germany, with the exception of the UN Convention of Contracts for the International Sale of Goods (CISG).

(2) The competent courts for our headquarters shall have exclusive jurisdiction for all disputes between ourselves and the Vendor. We shall, nevertheless, be entitled to take legal action at the general court of jurisdiction for the Vendor, or at other legal venues.

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