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GENERAL PURCHASE TERMS OF MOSCA GMBH

I.  General 

1.   The following General Conditions of Purchase apply exclusively to entrepreneurs Entrepreneurs, as defined by these conditions, are natural or legal persons or partnerships with whom business is transacted and who undertake a commercial or independent professional activity.

2.   Our Conditions of Purchase apply to the exclusion of all other terms and conditions. We shall not recognise any general business terms of the Seller that contradict or differ from these, unless we have explicitly confirmed their validity in writing. Should special conditions be agreed or added for specific orders, the General Conditions of Purchase shall apply as a second order of priority or in addition.

3.   Our Conditions of Purchase also apply to all future supplies of goods and services from the Seller.

4.   Should individual parts be or become invalid, this shall not affect the remaining conditions.

5.   Verbal agreements must be confirmed in writing.

6.   The Seller is not entitled to use his legal relationship with us for advertising purposes.

7.   We shall retain absolute title to any drawings, samples, models etc. ceded to the Seller.

8.   Our purchasing department alone should keep any resulting correspondence. Enquiry, purchase orders numbers and references should be quoted.

II.  Contract implementation

1.   Orders and deals, as well as any changes and additions thereto, must be made in writing. These may also be made by fax or electronically. If orders are transmitted to us electronically, there is a duty to confirm receipt electronically straightaway.

2.   Place of performance for the provision of goods and services is the place of delivery designated by us. Place of performance for payments is the invoice recipient's registered offices.

3.   The final and interim delivery dates are binding. If the Seller is forced for serious reasons, for which neither he nor his subcontractors are responsible, or as a result of a failure on our part, to exceed a deadline, he is obliged to notify us of the circumstances immediately in writing.

4.   If goods or services are delivered before the agreed final or interim date, we shall be entitled to reject such goods or services or to store them at the Seller's cost and risk.

5.   Default by subcontractors must be notified immediately in writing and shall not provide grounds for any deadline to be overrun.

6.   The scope of supply includes the transfer of ownership of all technical documents (also those from subcontractors) that must be composed in German and in accordance with the international standard system SI and of other documents required for new products, maintenance and servicing.

7.   The scope of supply includes the goods and services to be provided and our use of them being free from third party or the Seller's rights. This includes our authority to undertake maintenance work and make changes ourselves or arrange for them to be made.

8.   The scope of supply includes the permanent identification of products, enabling subsequent identification and traceability at any time.

9.   Should there be any deviation from the scope of delivery or supply, the Seller shall only be entitled to make supplementary claims or amend the delivery dates, if notification is sent and this has been agreed in writing with purchasing prior to the commencement of performance.

10.  The Seller warrants that his goods and services have the guaranteed properties, are in working order and are suitable for the intended purpose, satisfy the recognised technical regulations, meet statutory requirements, environmental protection and health and safety and are free from any defects that might reduce their value, prevent or restrict their fitness for purpose for normal or use required when the order was placed. The Seller is obliged independently to familiarise himself with the essential circumstances, in particular existing preconditions or peculiarities at the site of construction or assembly. Acceptance or approval by us of any drawings submitted shall not constitute a waiver of guarantee.

11.  The Seller must inform us in writing, if any required changes could impact technical data and the guaranteed properties.

12.  We are entitled at any time to check the manufacture on site, to object to any incorrect performance and reject any defective parts from the start.

III.  Assignment, transfer of contract performance and confidentiality

1.   The Seller may not assign performance of the contract or his contractual obligations, in full or in part, to third parties. Even if consent is granted, the Seller shall remain fully responsible for contract performance. Subcontractors must be disclosed and named on request. The Seller ensures contractually that we can always carry out an audit at any subcontractors.

2.   Approval shall be granted from the start for any assignments that are made on the basis of an extended retention of title, though only on the proviso that we reserve all rights against the assignee to which we would have been entitled against the Seller, if there had been no assignment.

3.   The Seller is obliged to keep confidential all commercial and technical information to which we have granted him access, provided such information is not already in the public domain. This includes, in particular, technical data, prices, quantities and information about products and product developments. Drawings, illustrations, calculations and other documents may only be forwarded to third parties with our explicit consent.

IV.  Withdrawal, suspension

1.   In the event of conduct that violates the contract, we reserve the right to withdraw from the contract, in full or in part, if circumstances should arise that justify the assumption that the Seller will not duly satisfy his contractual obligations within a reasonable period of time. This also includes force majeure, industrial disputes, business interruptions, actions on the part of public authorities, non-contractual pressures, provided their impact upon performance is not only temporary, or they render it significantly more expensive or more difficult to deliver. We shall also be entitled to withdraw, should an application be made for bankruptcy proceedings over the assets of Seller's assets, or the Seller ceases to make payments. In such a case, we shall be obliged to pay for all goods and/or services supplied up to that point and provide reasonable indemnity for all purchased materials and work undertaken. We shall be entitled to take any materials and/or semi-finished goods, including any special means of operation under reasonable terms. No further claims will be accepted from the Seller.

2.   We can demand a temporary stoppage (suspension) of performance at any time. A time limit for the suspension can be agreed at the Seller's request.

V.  Supply and storage

1.   The specified shipping addresses must be observed.

2.   Part deliveries require our prior consent and should be explicitly designated as such. Plant, department, order number, reference and other additional remarks requested in the order should be detailed in the shipping documents. The Seller shall be responsible for any consequences that arise from incorrect, incomplete or the late delivery of shipping documents.

3.   If you are entitled to the return of the packaging material required for this consignment, this should be clearly marked in all your delivery documents. In the absence of such identification, the empty containers will be destroyed immediately destroyed at our company. Your entitlement to a return shall cease.

4.   The Seller bears the transport risk.

5.   The Seller or his representative must obtain confirmation from the place of delivery that all consignments have been properly received. Delivery to a place of delivery other than that designated by us shall not effect any transfer of risk for the Seller, even if this place of delivery accepts the consignment.

6.   The Seller shall bear all shipping and charges arising in connection with receipt, any ancillary costs and other outlay for all deliveries that are free place of delivery.

7.   If items required for performance are stored on our site, such items shall be held at storage places requested by us. The Seller shall bear full responsibility and risk for these items until the transfer of risk.

VI.  Payment

1.   The invoice should be submitted as two separate copies, including the documents required for audit. Plant, department, order number, reference and other additional remarks requested in the order should be detailed in the invoice documents. Any invoices that fail to meet these requirements will be rejected without being processed.

2.   Any performance prior to the agreed delivery dates or before the agreed periods have come to an end shall not affect the payment dates. It may also entitle us to reject the goods and services.

3.   Provided no other agreements are in place, we shall make payment within 14 days making a 3% discount or at the end of the month following the provision of goods and services and receipt of invoice.

VII.  Warranty

1.   Goods and services shall be accepted subject to an inspection to confirm that they are free from any defects. We shall contest any identified defects that we find immediately, as soon as they are determined during the ordinary course of business. Insofar the Seller waives the defence of a late notification of defects.

2.   We shall always be entitled, in the event of a defect, to chose the nature of supplementary performance. Should the Seller not start to rectify the defect straightaway and we are faced with an urgent situation, we shall also be entitled to take any necessary action to rectify the defect ourselves or arrange for such action to be taken by third parties at the Seller's expense, in particular to avoid acute risk or higher damages. Should the Seller fail to meet his obligations for supplementary performance within a set period of grace, we shall be entitled to withdraw from the contract and demand compensation or reimbursement of any wasted expenditure.

3.   The Seller must bear all costs that arise as a result of defective or deficient delivery of the object of the contract. This includes, in particular, transport, travel expenses, labour and material costs.

4.   We reserve the right to demand compensation for expenditure that we have incurred with respect to our customers as part of providing supplementary performance, should this clearly be the result of a deficiency of the object of the contract provided by the Seller.

5.   The guarantee shall extend for at least 24 months, should nothing be agreed to the contrary, or if the statutory limit is longer. If an acceptance inspection has been agreed, this period shall start from the date of such acceptance. The period shall be extended to include any period in which the system has to be taken out of service, fully or partially, as a result of defects or their rectification. The period will start anew for any parts that are improved or replaced. For any defects that are notified by us within the deadline, the time limit shall end at the earliest six months after the complaint was raised.

6.   Regardless of the aforementioned regulations, the Seller shall be liable for any claims that arise as a result of breaching protected rights and applications for proprietary rights (protected rights) that occur while using the goods and services in line with the contract, and shall release us and our customers from all claims that arise as a result of using such protected rights.

7.   The Seller is further obliged to release us from all product liability claims, provided such damage is caused by a defect in the object of the contract supplied by the Seller. Under this condition, the Seller shall bear all costs and expenditure. This also applies to the costs of any legal action and/or precautionary replacement and recall action.

VIII.  Court of jurisdiction, German law

1.   Court of jurisdiction for all legal disputes arising from the contractual relationship and from other business relationships is 74821 Mosbach, provided the Seller is a trader, legal person under public law or a public law special fund. We are further entitled, at our discretion, to take legal action against the Seller at a court with jurisdiction over the Seller's registered offices, the Seller’s subsidiary or at the court with jurisdiction over the place of performance.

2.   Only the law of the German Federal Republic shall apply to all legal relationships to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

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