General Terms and Conditions of Purchase

1. General

All orders of Rühle GmbH shall be placed subject to the following Terms and Conditions. The Supplier accepts them as binding for the contract in question, no later than upon implementation of the contract. Other general terms of business of the Supplier or others, deviating from these Terms and Conditions of Purchase shall be valid only if expressly confirmed by Rühle GmbH in writing for each individual case. If delivery still takes place, this shall be seen as agreement of the Terms and Conditions of Purchase of Rühle GmbH. If Rühle GmbH accepts these goods, these Terms and Conditions of Purchase shall apply exclusively.

2. Conclusion and amendment of the contract

2.1 Contracts, orders and other releases as well as changes and supplements to them must be made in writing. Compliance with the written form shall also be deemed met in the case of data transmission or telefax.

2.2 Cost estimates are binding and are non-remunerable, unless expressly agreed otherwise.

2.3 Rühle GmbH may revoke a purchase without incurring cancellation costs if the Supplier has not confirmed acceptance of the order within 3 days. This is also valid for deliveries called under an order and call schedule.

3. Delivery

3.1 Agreed delivery dates and time limits shall be binding. A delivery shall be deemed made on time if the goods have been received by Rühle GmbH at the specified place of destination. If the Supplier is in default of delivery and if a reasonable grace period granted by Rühle GmbH has elapsed without result, Rühle GmbH shall be entitled to rescind the contract or to demand damages in lieu of performance. However, Rühle GmbH may continue to insist upon fulfilment of the contract even after expiration of the grace period as well as claim damages for non-fulfilment. Grace periods do not apply to fixed delivery times.

3.2 Notwithstanding the above, Rühle GmbH shall be entitled to claim from the Supplier, from the time of default in delivery, a contractual penalty of 0.5% for each week begun, but up to a maximum of 5% of the complete order value of the delivery. The right to assert further damages is expressly reserved. If Rühle GmbH does not expressly reserve its right to claim the contractual penalty at the time the delayed delivery is accepted, Rühle GmbH shall be entitled, within a preclusive time limit of ten working days after acceptance, to assert its claim to the contractual penalty due.

3.3 Partial deliveries are in principle not authorized, unless Rühle GmbH has explicitly agreed to them. In case of a partial fulfilment by the Supplier, pursuant to para. 1 Rühle GmbH shall be entitled to rescind the entire contract if it has no interest in the partial fulfilment.

3.4 If a delay in the agreed deadline for delivery or of the delivery date is foreseen, the Supplier shall, notwithstanding the Supplier’s other obligations, notify Rühle GmbH thereof immediately, stating the expected length of the delay.

3.5 Acceptance of late deliveries without reservation shall not be deemed to be a waiver of any claims to which Rühle GmbH is entitled due to late delivery. This applies until the completion of payment of the fee owed for the delivery concerned.

4. Shipping and transfer of risk

4.1 Delivery shall be effected to the place of destination indicated by Rühle GmbH. Unless otherwise agreed in writing, the cost of forwarding and packaging shall be borne by the Supplier. Pricing ex works or ex warehouse of the Supplier shall be carried out at the lowest possible cost, insofar as Rühle GmbH has not requested a particular method of delivery. Additional costs incurred by not observing forwarding instructions shall be borne by the Supplier. Additional costs for expedited shipment necessary to ensure compliance with the delivery date shall likewise be borne by the Supplier.

4.2 The goods must be delivered packed. The packaging must be secure for transportation and must comply with the conditions of carriage applicable to the chosen mode of transport and any packing instructions stipulated in the purchase order.

4.3 The goods shall travel at the Supplier’s risk until they reach their destination, unless transport is carried out by a carrier appointed by Rühle GmbH.

4.4 If the consignment arrives at the destination in damaged packaging, or if it is delivered in damaged packaging to the carrier designated by Rühle GmbH, Rühle GmbH shall be entitled to reject the consignment without checking the content. The cost of the return shipment shall be borne by the Supplier.

5. Prices and payment

5.1 The agreed prices shall be fixed exclusive of VAT and shall be inclusive of packing and shipping to the place of use.

5.2 On the day of shipping the Supplier shall send Rühle GmbH separately in duplicate an invoice indicating the purchase order number provided by Rühle GmbH and precisely specifying the content and weight and stating the VAT and VATIN.

Invoices with insufficient details or that deviate from the purchase order of Rühle GmbH shall not cause any cash discount period to begin.

5.3 Unless otherwise agreed in writing, payment by Rühle GmbH shall be made either within 14 calendar days with a 3% discount or within 30 days net after receipt of the goods and invoice. Any set-off shall be equivalent to payment.

5.4 Claims arising from contracts concluded with Rühle GmbH shall only be assigned with the written approval of Rühle GmbH.

6. Warranty

6.1 A delivered good shall be considered as accepted when Rühle GmbH has the possibility to inspect the object of the performance. Inspection shall take place according to the standard course of business of Rühle GmbH. Any notification of defect shall be deemed to be lodged in good time if the defect is reported without delay following its discovery. Payments shall not constitute a waiver of the right to give notice of defects. Conflicting inspection deadlines of the Supplier do not apply.

6.2 In the event that goods are defective, Rühle GmbH shall be entitled to demand rectification or replacement. Only subject to the conditions of § 637 of the German Civil Code (BGB) shall Rühle GmbH – also within the scope of sales contracts – be entitled remove the defect itself or have it removed by a third party or have it covered by a third party at the cost of the Supplier. Rühle GmbH is entitled to store defective goods at the expense and risk as well as in the name of the Supplier. Rühle GmbH shall inform the Supplier hereof without delay.

6.3 If costs are incurred by Rühle GmbH as a result of the defective delivery of the contractual object, in particular travel and transport, labour and material costs or costs for an incoming goods inspection going beyond the usual extent, the Supplier shall bear these costs.

6.4 The Supplier shall bear the burden of showing that the damage was not caused by a fault in the Supplier’s delivery, that the defect resulted from construction or manufacturing by Rühle GmbH or is based on their incorrect information.

6.5 The warranty claims of Rühle GmbH shall lapse 2 years after transfer of risk.

6.6 Furthermore, legal provisions concerning warranty shall apply.

7. Product liability

7.1 Insofar as a manufacturer’s liability claim is made against Rühle GmbH and the product liability damage is the result of a defect in a partial product delivered by the Supplier, the Supplier shall be obliged to indemnify Rühle GmbH against all such claims. In cases of strict liability this shall only apply if the Supplier is culpable. Insofar as the cause of the damage lies within the scope of responsibility of the Supplier, the Supplier shall bear the burden of proof.

7.2 In cases from para. 1 the Supplier shall be liable for all expenses and costs, including the costs of any legal proceedings or defence.

7.3 The Supplier is obliged to take out adequate product liability insurance.

8. Manufacturing equipment and production samples

8.1 Drawings, models, samples, instructions about measurement and testing, printing templates and so forth as well as tools that Rühle GmbH makes available to the Supplier for carrying out the purchase order or that the Supplier provides to Rühle GmbH are the property of Rühle GmbH.

8.2 The above-mentioned production objects as well as the objects manufactured with their use shall not be used for other purposes, duplicated or passed on to third parties without the written consent of Rühle GmbH. They shall be secured by the Supplier against unauthorized inspection and use. They shall be returned to Rühle GmbH without special request by the Supplier when the Supplier no longer requires them to complete the delivery or work. Rühle GmbH has the exclusive right to exploit the developments arising from the order and the further developments resulting from these.

9. Industrial property rights

It shall be the responsibility of the Supplier to ensure that the goods supplied and/or their use do not infringe on any industrial property rights or other rights of third parties. The Supplier shall indemnify Rühle GmbH against claims by third parties arising from industrial property rights.

10. Promotional material

The AN ((im Ausgangstext unklar, was damit gemeint ist)) may refer to the business relationship with Rühle GmbH for promotional purposes only with the explicit consent of Rühle GmbH.

11. Termination and withdrawal

11.1 Rühle GmbH shall be entitled to withdraw from the contract in whole or in part if bankruptcy proceedings or judicial or out-of-court insolvency proceedings are filed in relation to the assets of the Supplier or if the Supplier is not just temporarily unable to make his payments.

11.2 Force majeure, industrial disputes except illegal lockouts, undeserved operational disturbances, unrests, official measures and other inevitable events concerning Rühle GmbH shall entitle Rühle GmbH to withdraw – notwithstanding any further rights – totally or partly from the contract, unless they are of insignificant duration or lead only to an insignificant decrease of Rühle GmbH’s requirements.

12. Reservation of ownership

Reservation of ownership on the part of the Supplier is excluded, unless covered by the explicit written agreement of Rühle GmbH.

13. Place of performance for delivery, area of jurisdiction and applicable law

13.1 The place of performance for delivery is the place of transfer of risk; the place of performance for payment is Grafenhausen. The law of the Federal Republic of Germany shall apply. The UN Convention on the International Sale of Goods (CISG) shall not be applicable.

13.2 To the extent that the Supplier is a merchant, a legal entity under public law or a public-law special fund, or the Supplier lives outside Germany, the area of jurisdiction is Waldshut-Tiengen. However, Rühle GmbH is entitled to file suit against the Supplier in any other permissible place of jurisdiction.

13.3 If a term of these conditions and any other agreements that have been made is ineffective or becomes ineffective, this shall not affect the validity of the Terms and Conditions in other respects. The contracting partners shall be obligated to replace any ineffective provision with an arrangement as similar as possible in its economic effect.

Rühle GmbH, Beim Signauer Schachen 10, D-79865 Grafenhausen