General Terms and Conditions of Business

§ 1 General Stipulations
1. These General Terms and Conditions of Business shall apply exclusively to all price quotations, purchase agreements and deliveries.
2. These General Terms and Conditions of Business shall apply only for Purchasers. A Purchaser within the context of these General Terms and Conditions of Business is an individual or legal entity or an incorporated company which enters into business activities within the framework of the performance of commercial or independent professional activities.
3. Divergent, conflicting or supplementary General Terms and Conditions of Business, although their existence may be known, shall not comprise, either in whole or in part, terms of this Agreement, even if objections not expressly are raised to any such provisions.
4. All stipulations agreed upon by Hermann Meyer KG and the Purchaser for the purpose of the performance of this Agreement have been set down in writing in this Agreement.

§ 2 Conclusion of Purchase Agreement
1.a) Price quotations made by Hermann Meyer KG may be subject to change, subject to prior sale.
b) Technical modifications as well as modifications of form, color and/or weight shall remain subject to the extent that any such modifications are reasonable.
2. By placing an order, the Purchaser submits a binding offer for the purchase of the goods ordered.
3. Should an order for goods be placed online, Hermann Meyer KG shall immediately confirm the receipt of this order by electronic means. This receipt confirmation does not, however, comprise binding acceptance of the order placed. Hermann Meyer KG shall, however, remain authorized to link this receipt confirmation with a declaration of acceptance.
4. Hermann Meyer KG shall remain authorized to accept any order placed within two weeks of receipt of the order. Acceptance may be documented either in writing or in text form or through the consignment of goods to the Purchaser at the discretion of Hermann Meyer KG.
5. The conclusion of this Agreement shall remain subject to the correct and timely delivery of goods by suppliers to Hermann Meyer KG.

§ 3 Prices
1. Prices are calculated in Euros and are net purchase prices without statutory Value Added Tax. Applicable Value Added Tax is added and listed separately on invoices.
2. The net purchase prices outlined in catalogs, price lists or brochures distributed by Hermann Meyer KG are valid on the corresponding date of publication. Hermann Meyer KG reserves the right to change prices within the period of validity of catalogs, price lists or brochures.
3. Purchase prices are "ex works, without packaging", except as otherwise agreed upon.
4. Should delivery or performance on the part of Hermann Meyer KG take place later than 4 months after the conclusion of any purchase agreement, Hermann Meyer KG reserves the right to increase or lower prices in relation to cost fluctuations which may take place, in particular, as a result of collective labor agreements or fluctuations in the prices of materials. Should any price increase amount to more than 5 % of the purchase price agreed upon, the Purchaser shall then be entitled to the right of termination of the purchase agreement.
5. Particular services which extend beyond the scope of the contractually agreed upon inclusion of services as agreed upon by Hermann Meyer KG (such as assembly, performance apart from liability for defects) shall be invoiced separately.

§ 4 Payment
1. The purchase price shall become due for payment upon delivery and shall be remitted in cash or be settled c.o.d.
2. Delivery may take place on account as agreed upon by the Parties to this Agreement. The purchase price shall become due for payment within 30 days of invoice date without deductions or discount. Upon expiration of this deadline the Purchaser shall be considered to be in default. The invoiced amount may be remitted less 2 % discount, if payment is received within 14 days of invoice date by Hermann Meyer KG.
3. Invoices issued by Hermann Meyer KG shall be considered to be acknowledged and approved, if no objections are raised in writing within 30 days of invoice date.
4. The Purchaser shall pay interest on obligations to pay at a rate of 8 percentage points above the base interest rate for the duration of any delays in payment. Hermann Meyer KG reserves the right to present evidence for and assert claims for higher damages caused by delay in payment.
5. Hermann Meyer KG shall remain authorized to invoice costs incurred in making requests for payment in the event of delay in payment.
6. Should earnest and substantial reservations concerning the ability and/or readiness to pay on the part of the Purchaser be raised after the conclusion of the purchase agreement or if the Purchaser should default on other business dealings with Hermann Meyer KG, Hermann Meyer KG shall remain authorized to immediately assert all claims for payment from these business dealings and to refuse performance on the part of Hermann Meyer KG until all claims for payment have been fulfilled.
7. Equivalent invoiced amounts for export shipments shall always be remitted in hard currency.
8. The Purchaser shall remain authorized to offset claims against Hermann Meyer KG only when the counterclaims asserted by the Purchaser have been recognized by declatory judgment or acknowledged and approved by Hermann Meyer KG. The Purchaser may exercise rights of retention only if the counterclaims asserted by the Purchaser are based on the same contractual relationship.

§ 5 Delivery and Transfer of Risk
1. Delivery shall be "ex works", except as otherwise agreed upon.
2. Transport packaging and all other packaging materials shall not be accepted for return, subject to the provisions of statutory packaging ordinances. The Purchaser shall remain obligated to provide for the disposal of packaging materials at the Purchaser's own expense.
3. Delivery of goods shall take place at the expense and risk of the Purchaser, also in the event of freight paid delivery.
4. Hermann Meyer KG shall remain liable in accordance with statutory stipulations insofar as delays in delivery or the impossibility of delivery is based on a willfully or grossly negligent violation of the purchase agreement for which Hermann Meyer KG is responsible. This shall also apply for any events of intent or gross negligence on the part of a legal representative or vicarious agent for Hermann Meyer KG.
5. Hermann Meyer KG shall remain liable in accordance with statutory stipulations, insofar as any delays in delivery are or the impossibility of delivery for which Hermann Meyer KG is responsible should be based on the negligent violation of any essential contractual obligation. Ordinary negligence shall, however, remain limited to liability for the foreseeable, typically contractual, actual amount of average damages on the part of Hermann Meyer KG. This shall also apply for any events of ordinary negligence on the part of a legal representative or vicarious agent for Hermann Meyer KG.
6. Should the Purchaser fail to take delivery or negligently violate other cooperation obligations, Hermann Meyer KG shall remain authorized to assert claims for damages incurred, including any additional expenses. Hermann Meyer KG shall retain the right to assert further claims.
7. The risk of accidental loss and of the accidental deterioration of goods shall be transferred to the Purchaser upon delivery, or in the event of sale by delivery to a place other than the place of performance at the request of the Purchaser with the surrender of goods to the forwarding agent, carrier or person or agent or agency otherwise designated for the execution of shipment. The same consequences shall arise if the Purchaser is in default of acceptance.

§ 6 Retention of Title
1. Hermann Meyer KG reserves the right to ownership of the goods delivered until payment in full has been effected for all outstanding claims from business dealings between the Purchaser and Hermann Meyer KG. For current accounts, retention of ownership shall also be considered as security for balances of account due to Hermann Meyer KG.
2. The Purchaser shall remain obligated to treat goods carefully. Insofar as maintenance and servicing activities should be necessary, the Purchaser shall regularly implement these maintenance and servicing activities at the Purchaser's own expense.
3. The Purchaser shall remain obligated to immediately inform Hermann Meyer KG of any effects caused by any third party on goods, such as the seizure of property, as well as of contingent damages to or destruction of goods. The Purchaser shall immediately notify Hermann Meyer KG of any change of possession of the goods as well as of any changes in the Purchaser's principal place of business.
4. Hermann Meyer KG shall remain authorized to withdraw from any purchase agreement and to reclaim goods in the event of violation of the purchase agreement on the part of the Purchaser, in particular, in the event of delay in payment or the violation of obligations in accordance with § 6 Sections 2 and 3 of this Agreement,.
5.a) Until payment in full of all outstanding claims arising from business dealings with Hermann Meyer KG, the Purchaser shall not be authorized to dispose of the goods delivered under retention of title without the consent of Hermann Meyer KG. The Purchaser shall, however, remain authorized to resell the goods in the regular course of business.
b) However, the Purchaser hereby assigns to Hermann Meyer KG all claims up to an amount equal to the total amount invoiced by Hermann Meyer KG against any third party which may arise from resale, and regardless of whether or not the goods have been resold without or after processing or the union of or mixture with other goods which are not the property of Hermann Meyer KG.
c) Hermann Meyer KG accepts this assignment of claims.
d) The Purchaser shall remain authorized for the collection of these claims from resale until revoked. The right of Hermann Meyer KG to collect claims shall remain unaffected. Hermann Meyer KG will, however, refrain from collecting claims as long as the Purchaser fulfills financial obligations from revenues collected, does not default on payments and, in particular, does not file for the institution of insolvency proceedings, or no suspension of payments takes place. Upon demand, the Purchaser shall notify Hermann Meyer KG of assigned claims and obligors for assigned claims, shall provide Hermann Meyer KG with all information required for the collection of claims, surrender any corresponding documentation, and inform obligors of any assignments. The Purchaser hereby authorizes Hermann Meyer KG to notify obligors of assignments. The Purchaser shall immediately inform Hermann Meyer KG of any impact caused by any third party to the claims assigned to Hermann Meyer KG, such as, for example, the seizure of property.
e) The Purchaser shall, in accordance with § 950 German Civil Code, not acquire ownership of the new property by processing goods for which title is retained, rather processing shall be carried out by the Purchaser for Hermann Meyer KG and thus preserve rights of sole ownership for Hermann Meyer KG by reason of the Purchaser's obligation of safekeeping of property.
f) In the event of the processing of, union of and mixture of goods for which title is retained with other goods which are not the property of Hermann Meyer KG on the part of the Purchaser, Hermann Meyer KG shall be entitled to joint ownership of the new property, and this in proportion of the invoice value of the goods for which title is retained to the invoice value of the other goods. The Purchaser shall keep the jointly held property in safe custody for Hermann Meyer KG. Any subsequently created rights to jointly held property shall apply correspondingly for Hermann Meyer KG for goods for which title is retained in accordance with these Terms and Conditions of Business. The assignment of claims from resale shall apply in any event such as this only in the amount of the invoice value of the goods for which title is retained.
g) Hermann Meyer KG shall remain obligated to release security assigned to Hermann Meyer KG upon request by the Purchaser insofar as the realizable value of the security due to Hermann Meyer KG exceeds the claims to be secured by more than 10 %. The selection of security to be released shall remain incumbent upon Hermann Meyer KG.

§ 7 Rights in the Event of Defects – Liability
1. Should the goods delivered be defective, Hermann Meyer KG shall remain authorized to demand subsequent performance in the form of the rectification of defects or replacement at the discretion of Hermann Meyer KG.
2. Should subsequent performance remain unsuccessful, the Purchaser shall then remain fundamentally authorized to claim the right of termination of the purchase agreement or the reduction of the purchase price at his/her discretion. In the event, however, of only minor lacks of conformity with the purchase agreement, in particular, only minor defects, the Purchaser shall not be entitled to the right of termination of the purchase agreement.
3. The Purchaser shall inform Hermann Meyer KG in writing of obvious defects within a period of two weeks of receipt of goods. Other defects shall be reported to Hermann Meyer KG in writing without undue delay, at the latest within two weeks of the determination of defects, elsewise the assertion of claims based on defects shall remain excluded. The timely dispatch of notification shall suffice for compliance with deadlines. The Purchaser shall bear the full burden of proof for all justifications of claims, in particular, for any defects asserted, for the time of the ascertainment of any defects, and for the timely filing of complaints concerning any defective goods.
4. Hermann Meyer KG shall remain liable in accordance with statutory stipulations, insofar as the Purchaser should assert claims for damages which are based on intent or gross negligence. This shall also apply for any events of intent or gross negligence on the part of a legal representative or vicarious agent for Hermann Meyer KG.
5. In accordance with statutory stipulations, Hermann Meyer KG shall remain liable insofar as Hermann Meyer KG should negligently violate any essential contractual obligation. Ordinary negligence shall, however, remain limited to liability for the foreseeable, typically contractual, actual amount of average damages on the part of Hermann Meyer KG. This shall also apply for any events of ordinary negligence on the part of a legal representative or vicarious agent for Hermann Meyer KG.
6. Liability for damages on the part of Hermann Meyer KG which may arise from negligent injury to life, limb or health shall remain unaffected. This shall also apply for any events of negligent injury on the part of a legal representative or vicarious agent for Hermann Meyer KG. Liability on the part of Hermann Meyer KG in accordance with the Product Liability Act shall also remain unaffected.
7. Insofar as no diverging provisions have hereinbefore been contractually agreed upon, Hermann Meyer KG shall remain excluded from liability.
8. The period of limitation for claims based on defects shall be one year from the time of the delivery of goods.
This shall not apply if Hermann Meyer KG is not notified in due time of defects in accordance with § 7 Section 3 of this Agreement.
9. Public statements, targeting or advertising made by the manufacturer or any assistant or subcontractor shall not comprise contractually relevant statements concerning the condition of the goods.
10. In the event of defective assembly instructions, Hermann Meyer KG shall remain obligated only to deliver assembly instructions which are free of defects and this only if defects in the assembly instructions should prevent proper assembly.
11. The Purchaser shall receive no guarantees in a legal sense from Hermann Meyer KG. Manufacturer warranties shall remain unaffected. Manufacturer warranties shall, however, not extend the validity of claims based on defects asserted by the Purchaser against Hermann Meyer KG. Extended liability for damages as provided for in §§ 5 and 7 of this Agreement, shall – without regard for the legal nature of the claims asserted – remain excluded. This shall apply, in particular, for claims for damages based on negligence at the time of the conclusion of the purchase agreement, based on other violations of obligations or based on tortious claims for compensation for property damage in accordance with § 823 German Civil Code.
12. Insofar as liability for damages against Hermann Meyer KG should be excluded or restricted, this shall also apply to personal liability for damages on the part of the employees, workers, staff members, legal representatives and vicarious agents of Hermann Meyer KG.

§ 8 Venue and Place of Performance
1. Venue for any disputes which may arise from this Agreement shall be a court with jurisdiction for the head office of Hermann Meyer KG (Rellingen, Federal Republic of Germany) whenever the Purchaser is a merchant, a public law legal entity or a public sector separate trust asset.
2. The place of performance for delivery on the part of Hermann Meyer KG shall be the delivering facility of the goods concerned, except as otherwise agreed upon. This Agreement shall be governed by the laws of the Federal Republic of Germany. The stipulations of United Nations Convention for the International Sale of Goods shall not apply.
3. Should any of the provisions of these General Terms and Conditions of Business be or become invalid either in whole or in part, the validity of the remaining Terms and Conditions of Business shall not be affected thereby. In the event that any of the provisions of these Terms and Conditions of Business should become invalid, the provision in question shall be replaced by a stipulation which as closely as possible reflects the economic purpose of the invalid provision.
HERMANN MEYER KG