General terms of sale, delivery and payment

Multigear GmbH
As of March 31, 2016, Rev. 3.0
Applicable in business dealings with entrepreneurs, legal entities under public law and special funds under public law.

1. General

1.1 Our delivery and payment conditions apply exclusively. General terms and conditions of the customer that contradict or deviate from our delivery and payment conditions are only recognized to the extent that we have expressly agreed to them in writing. 1.2 The acceptance of goods or services from the customer or their payment does not imply acceptance of the customer's general terms and conditions. 1.3 Our offers are non-binding. Delivery contracts and all other agreements (including ancillary agreements), as well as declarations by our representatives, only become legally binding for us through our written confirmation. 1.4 Unless expressly agreed otherwise, the delivery items are approved for use in the German market. In the case of export by the customer, it is the sole responsibility of the customer to obtain the necessary documents and permits for the country of destination. 1.5 German law and the UN Sales Convention (CISG) apply exclusively to the contractual relationships.

2. Delivery

2.1 If a delivery has been agreed, it is ex works or ex warehouse for the account of the customer freight collect, namely in the case of rail dispatch to the railway station closest to the point of use, in the case of lorry dispatch to the point of use, not unloaded, provided that the point of use is for trucks Roads accessible regardless of the weather. 2.2 The dispatch route, transport and packaging or other securing measures are left to our discretion. The customer bears the risk of transport in all cases. We are entitled, but not obliged, to insure deliveries in the name of and for the account of the customer. 2.3 Any damage and loss must be certified by the carrier on the consignment note immediately upon receipt of the goods, asserting the claims.

3. Delivery times and delivery obstacles

3.1 Delivery times specified by us are non-binding until the order is accepted; the interim sale is reserved. 3.2 Delivery periods begin on the date of our order confirmation, but not before clarification of all execution details and all other requirements to be created by the customer for the proper processing of the contract. The same applies to delivery dates. 3.3 Early deliveries and partial deliveries by us are permitted. 3.4 The delivery period is met if the delivery item has left our factory by the time it expires or we have notified us that it is ready for dispatch. 3.5 Events of force majeure extend the delivery time appropriately and entitle us to withdraw from the contract in whole or in part. Strikes, lockouts, operational disruptions or other unforeseen circumstances for which we are not responsible and which make delivery significantly more difficult or impossible for us are equivalent to force majeure. This also applies if the circumstances mentioned occur during delay or at a sub-supplier. 3.6 In the case of delivery items that we do not manufacture ourselves, we reserve the right to timely and correct self-delivery, unless we are responsible for the late, incorrect or non-delivery. 3.7 Exceeding the deadline or an agreed date gives the customer the right to ask us to explain within two weeks whether we want to withdraw or deliver within a reasonable grace period. If we do not make a declaration, the customer can withdraw from the contract if the fulfillment is of no interest to him. 3.8 If the customer has suffered damage due to a delay for which we are responsible, he is entitled to claim compensation for delay, excluding further claims. It amounts to 0.5% for each full week of the delay, but in total a maximum of 5% of the value of that part of the delivery that is not delivered on time as a result of the delay or cannot be used in accordance with the contract. 3.9 If the acceptance does not take place, not on time or not completely, we are entitled to store or send the delivery item at the customer's expense and risk; the delivery item is thus deemed to have been accepted. 3.10 If the customer violates his duty to cooperate (e.g. by not calling up the goods on time or refusing to accept), we are entitled to take the necessary measures ourselves and to deliver the goods or to withdraw from the part of the delivery contract that has not yet been fulfilled after setting a grace period without result . This does not affect our right to claim compensation for breach of duty or compensation in lieu of performance.

4. Prices

4.1 Our prices are exclusive of packaging and VAT at the respective statutory rate. They apply ex works or warehouse. 4.2 If the price basis changes by the day of delivery, we reserve the right to adjust our prices accordingly. However, this only applies to delivery times of more than 4 months and for price adjustments of up to 10%. A new price agreement is required for higher rates. If such an agreement does not come about, we have the right to withdraw from the contract within 14 days by giving written notice. 4.3 Our prices valid on the day of delivery apply to orders for which no prices have been agreed. 4.4 Confirmed prices only apply if the confirmed quantities are accepted. 4.5 Part deliveries will be charged separately, unless otherwise expressly agreed.

5. Payments

5.1 Our invoices are due net and without deduction within 14 calendar days of the invoice date. Payments are only considered to have been made on the day on which we can dispose of the amount. 5.2 Bills of exchange are only accepted on the basis of an express agreement and - like checks - only on account of payment and subject to our acceptance in individual cases. Interest and other expenses are to be borne by the customer and are due for payment immediately. 5.3 All payments are always set off against interest and costs first and then against our oldest claims, regardless of the customer's other dispositions. 5.4 In the event of default in payment, we will charge default interest at the statutory rate. The assertion of further damage is not excluded. 5.5 In the event of default in payment, non-cashing of checks or bills of exchange, suspension of payments, initiation of a debt settlement procedure, non-compliance with the terms of payment or the existence of circumstances that are likely to reduce the creditworthiness of the customer, all of our claims, even in the event of a Deferral, due immediately. In addition, we are entitled to only carry out outstanding deliveries against cash advance payment or, after setting a reasonable grace period, to withdraw from the contract and to demand compensation instead of performance. 5.6 The customer can only offset claims that are undisputed or have been legally established.

6. Retention of title

6.1 Our deliveries are made exclusively with retention of title (goods subject to retention of title). Ownership is only transferred to the customer when he has paid off all his liabilities (including any ancillary claims) from our delivery of goods. In the case of a current invoice, the reserved property is considered to be a security for our balance claim, even if payments are made on specifically designated claims. 6.2 Handling and processing of goods delivered by us that are still our property is always carried out on our behalf, without any liabilities arising for us. 6.3 If the goods delivered by us are mixed or combined with other items, the customer assigns to us the (joint) ownership of the resulting item, in the ratio of the invoice value of our reserved goods to the invoice value of the other goods used. 6.4 The customer may only sell or use the delivered goods in regular business dealings and only then (e.g. within the framework of a work or work delivery contract) if his customer has not excluded the assignment of the claim from the resale or further use. The customer is obliged to ensure that his customer gives any consent reserved for assignment to us in the required form. 6.5 The customer is not permitted to assign the reserved goods by way of security or to pledge them. 6.6 The customer must notify us immediately of a seizure, even if it is imminent, or of any other impairment of our property rights by third parties, in particular the existence of global assignments and factoring agreements, and must confirm our property rights to both third parties and us in writing . In the event of seizures, a copy of the seizure protocol must be sent to us. 6.7 If the customer is in default of payment, we are entitled to demand the surrender of the reserved goods and to obtain direct possession of them ourselves or through an authorized representative, regardless of where they are. The customer is obliged to surrender the reserved goods to us and to provide us with the information and documents required to assert our rights. The request for surrender does not constitute a withdrawal from the contract. The same applies to taking back the goods subject to retention of title. 6.8 To secure all of our claims arising from the business relationship, including those arising in the future, the customer hereby assigns to us all claims (including those from current accounts) with ancillary rights that arise from the resale and other use of the goods subject to retention of title (e.g. connection, processing, installation) 6.9 If the sale or other use of our reserved goods, regardless of their condition, takes place together with the sale or other use of objects to which third parties are entitled and / or in connection with the provision of services by third parties, the advance assignment is limited on the invoice value of our invoices. 6.10 The customer is entitled to collect the claims assigned to us. In the event of default in payment, suspension of payments, application for or opening of insolvency or out-of-court settlement proceedings or other financial collapse of the customer, we can revoke the authorization to collect. Upon request, the customer must notify us of the assigned claims and their debtors, provide all information required for collection, hand over the associated documents and notify the debtor of the assignment. We are also entitled to notify the customer's debtors of the assignment and to ask them to pay us.

7. Approval

If the realizable value of the security to which we are entitled according to the above provisions exceeds the value of our claims by more than 10%, we are obliged to release excess security at our discretion at the customer's request.

8. Claims for defects

8.1 The delivery item is free of material defects if it corresponds to the product description or, if no product description is available, to the current state of the art. 8.2 We reserve the right to make changes to the construction and / or design that do not affect the functionality or the value of the delivery item and do not justify a complaint. 8.3 In the case of defects that do not or only insignificantly impair the value and / or the usability of the delivered item, no claims for defects exist. 8.4 Guarantees for the quality and durability of the delivery item are only deemed to have been accepted if we have expressly declared the guarantee as such in writing. 8.5 We only have to answer for public statements, especially in advertising, if we have initiated them. Claims for defects can only be asserted on the basis of such a statement if the statement actually influenced the customer's purchase decision. 8.6 We have not initiated any guarantees that our suppliers assume in guarantee statements, relevant advertising or in other product documents. They only bind the supplier who declares this acceptance of the guarantee. Paragraph 1 of this section remains unaffected. 8.7 Notices of defects must be made immediately and are excluded if we have not received them within 2 weeks of receipt of the delivery. Defects that could not be discovered within this period, even with the most careful inspection, must be reported to us immediately, but no later than 2 weeks after their discovery. 8.8 If the delivered item is defective or if it does not correspond to a guaranteed quality, we will, at our option, remedy the defect within a reasonable period of time free of charge, either by repairing it or delivering an item free of defects (subsequent performance). The customer must give us or our authorized representative the time and opportunity to do so. If this does not happen or if changes or repairs are made to the defective item, we are released from liability for defects. 8.9 If the supplementary performance fails twice or if it does not take place within a reasonable grace period set by the customer, the customer can demand a reduction in the remuneration or withdraw from the contract. 8.10 Claims by the customer due to the expenses required for the purpose of supplementary performance or reversal after withdrawal from the contract, in particular transport, travel, labor and material costs, are excluded if the expenses increase because the delivery item was installed at a location that is difficult to access . The same applies if the delivery item was installed outside the territory of the Federal Republic of Germany. 8.11 Damage caused by non-compliance with our regulations or the manufacturer’s regulations and / or conditions for installation, assembly, commissioning, treatment, operation or maintenance do not justify claims for defects. The same applies to wear and tear as well as overloading or corrosion, unless we are liable for such damage from section 9. 8.12 For claims for damages, section 9 also applies. Further claims by the customer due to defects are excluded. 8.13 If, at the special request of the customer, we have taken on planning aids beyond our delivery obligation, we are only liable to the extent that we correct or provide new planning aids at our discretion. Any further liability for planning aids is excluded unless we are liable in accordance with Section 9.

9. Liability

9.1 We are only liable for damages and reimbursement of wasted expenses (§ 284 BGB) due to breach of contractual or non-contractual obligations (e.g. due to delay or tort)

in the event of intent or gross negligence,

for culpable harm to life, body or health,

due to fraudulent concealment of a defect or assumption of a quality guarantee or

according to the Product Liability Act for personal injury or for property damage to privately used objects.

9.2 In addition, we are liable for breach of essential contractual obligations even in the event of slight negligence. In this case, however, our liability is limited to the damage that is reasonably foreseeable at the time the contract is concluded. 9.3 Claims by the customer for compensation for damage that did not occur on the object of performance itself are excluded. 9.4 Liability for damage from business interruption and / or lost profit or loss of feed-in tariffs is excluded, except in the case of willful action. 9.5 The customer exempts us and our agents from claims by third parties that are asserted in connection with the order. This also applies mutatis mutandis to cases in which we are liable to recourse. 9.6 The above regulations apply to the same extent for our vicarious agents.

10. Place of jurisdiction

The place of jurisdiction is Mendig. However, we are free to call the court responsible for the customer.

11. Severability

Should a provision in these general terms and conditions of sale, delivery and payment or a provision in the context of other agreements between the customer and us be or become ineffective, this shall not affect the validity of all other provisions or agreements.