Conditions of Sale and Delivery

KREMP WETZLAR Präzisionszahnräder Christian Kremp GmbH + Co. KG declares:

I. General

Our general conditions of sale and delivery below apply to all agreements with companies, legal entities in public law and public fund assets and will become the contents of sales agreements. Any conditions of sale or other restrictions of the purchaser‘s that conflict with or deviate from those of the vendor will not be recognised unless the vendor has expressly consented to them in writing in individual cases.

II. Quotes, orders

1. Our quotes are subject to change at any time with respect to price, quantity, delivery period and ability to supply.

2. Orders placed by the purchaser are binding on the vendor when confirmed in writing or otherwise confirmed expressly by the vendor (including invoices or delivery dockets).

3. The minimum value of an order is € 48.00.

III. Invoicing

1.  Our prices in our quotes apply ex works, excluding packaging, discounts or other price-reductions or value added tax and are restricted to the models, types or designs stated. They are non-binding for repeat orders.

2.  If we receive no special shipping instructions from the purchaser, the method of shipping will be determined by us.

3.  In cases where wages and/or costs increase following the placing of a binding order, we reserve the right to increase prices if the delivery date is more than four months after the date the agreement was concluded.

IV. Processing orders

1.  Parts sent in which are only intended to have gear-teeth made will not be deburred without special arrangement.

2.  Processing of turned parts / swivels or materials which have been sent in can only be carried out if normal processing is possible. Otherwise, we will be entitled to increase prices or decline the order.

3.  Waste material resulting from processing becomes our property without any entitlement to compensation for loss of value. An exception to this is waste material generated by us if the waste quota for the number of items/model or design exceeds 5%. In such cases, compensation for loss of value will be limited to the actual costs accruing to the customer for labour and materials.

V. Payment

1.  Payment is to be made immediately and without deduction if no other payment period is stated on the invoice.

2.  Money orders and cheques will only be accepted as payment by special arrangement.

3. If there is any doubt concerning the liquidity or creditworthiness of a customer, in particular in respect of arrears of payment in the past, we may request payment in advance. If the purchaser is not prepared to pay in advance in spite of being requested to do so or to provide other means of security, we will be entitled to cancel the agreement.

4.  We reserve the right to use payments to settle the oldest due invoice items plus the accumulated interest on arrears and costs in the following order: costs, interests, principal claim.

5.  Rights of retention and offsetting will only be permitted in the case of undisputed or legally determined claims.

6.  Where payment periods are exceeded, we will charge interest on arrears as provided by law.

VI. Delivery

1.  We make efforts at all times to make deliveries as quickly as possible. There are no fixed delivery periods.

2.  If a firm delivery date has been agreed to in deviation from this provision, the purchaser will, in the case of delay, be required to set an appropriate extension period for delivery.

3. Fulfilment of the sales agreement will be subject to correct and timely delivery to us by our own suppliers. Compensation claims on the part of the purchaser for exceeding the delivery period will be oriented to paragraph XI.

4.  The delivery date will be the day on which the goods leave the plant or the warehouse.

5.  Packaging for goods shipped will be invoiced at cost.

6. Every shipment of goods is made on account and at the risk of the consignee in accordance with its instructions. If there are no such instructions, we will make efforts to select the best and cheapest route in the circumstances, including taking out a transport insurance policy.

7.  The risk of destruction and loss of or damage to the goods transfers to the purchaser on being dispatched or, where the goods are collected by the customer, when made available to the purchaser.

VII. Contractual impediments

Acts of God of all kinds, unforeseen operational, transport or shipping disruptions, war, acts of terrorism, damage by fire, flooding, unforeseeable shortages of labour, energy, raw materials or ancillary materials, strikes, lock-outs, official instructions or other events for which we are not responsible and which impede, diminish, delay or make unreasonable production, shipping or acceptance, release us from the obligation to deliver or accept the goods for the duration and extent of the disruption. If, as the result of the disruption, delivery and/or acceptance periods are exceeded by more than eight weeks, both parties will be entitled to cancel the agreement.

VIII. Retention of Title

1. The goods will not become the property of the purchaser until the latter has fulfilled all its obligations arising from the business relationship with the vendor, including ancillary claims, compensation claims and the honouring of cheques and bills of exchange. Retention of title will also remain in force if individual claims by the vendor are recorded in an open invoice which is balance-related and has been recognised.

2. The vendor is entitled to demand the return of the goods subject to retention of title from the purchaser without setting a subsequent settlement date and without cancelling the agreement if the purchaser is in arrears with the fulfilment of its obligations to the vendor. If the vendor takes the goods back, the vendor may only cancel the agreement if it so expressly declares in writing. If the vendor cancels the agreement, it may demand appropriate remuneration for the period in which the goods were used.

3.  If the goods subject to retention of title are processed, the purchaser will become active for the vendor but without acquiring any claims against the vendor resulting from processing. In other words, the vendor‘s goods acquired subject to retention of title extends to the products resulting from processing. If the goods subject to retention of title are processed together with goods belonging to third parties or if the goods subject to retention of title are mixed or combined with goods belonging to third parties, the vendor will acquire joint ownership of the resulting products as a proportion of the invoice value of the goods subject to retention of title in relation to the value of the goods subject to retention of title belonging to third parties. If the goods are mixed or combined with principal goods belonging to the purchaser, the purchaser assigns now and immediately its rights of ownership over the new item to the vendor.

4.  The purchaser is obliged to store the goods subject to retention of title for the vendor carefully, to maintain and repair them at its own expense and to insure them at its own expense against loss and damage to the extent required of a prudent merchant. It assigns its claims resulting from the insurance policies to the vendor in advance.

5.  As long as the purchaser duly fulfils its obligations to the vendor, it will be entitled to dispose of the goods subject to retention of ownership in the normal course of business; however, this will not apply if and when a prohibition of assignment has been agreed to between the purchaser and its customers in respect of the claims relating to the purchase price. The purchaser is not authorised to pledge the goods, transfer them by way of security or encumber them in any other way. When reselling the goods, the purchaser is required to make the transfer of ownership dependent on full payment of the goods by their buyer.

6. The purchaser hereby assigns to the vendor all claims arising from a resale of the goods subject to retention of title with all ancillary and security rights, including bills of exchange and cheques in advance to secure all claims arising from the business relationship for the vendor against the purchaser. If goods subject to retention of title are sold together with other goods at a lump-sum price, the assignment will be restricted to the proportion of the vendor‘s invoice for the goods subject to retention of title sold with the other goods. If goods of which the vendor has joint ownership pursuant to No. 3 above are sold, the assignment will be restricted to that part of the claim corresponding to those goods of which the vendor has joint ownership. If the purchaser uses the goods subject to retention of title to refine items owned by a third party for payment, in doing so it assigns to the vendor in advance its claim to payment against the third party for the aforementioned security purpose. As long as the purchaser fulfils its payment obligations in a timely manner, it will be entitled to collect the claims from the resale or refining itself. It is not entitled to pledge or make any other assignments.

7.  If it appears to the vendor that the realisation of its claims is threatened, the purchaser will, when requested, be obliged to inform its customers of the assignment and to give the vendor all necessary information and documentation. The purchaser is obliged to inform the vendor immediately of any access by third parties and assigned claims to the goods subject to retention of title.

8. If the value of the securities owed to the vendor exceeds the vendor‘ s claim against the purchaser for which security is required by more than
20 %, the vendor will, at the request of the purchaser, be required to release securities. The selection of the securities to be released will be made by the vendor.

IX. Notification of defects

1. Notification of defects will only be recognised if they are made immediately, in writing and no later than 14 days after receipt of the delivery.

2.  In the case of concealed defects, the written complaint must be made immediately after the defect has been discovered. The onus is on the purchaser to prove that the defect is concealed.

3.  Goods which are the subject of a complaint may only be returned with our express consent.

X. Rights of the purchaser in cases of defects

1. The purchaser‘s claims for defects will be restricted initially to the right to supplementary performance. If supplementary performance by the vendor fails, the purchaser may reduce the purchase price or, at its option, cancel the agreement. Damages claims in accordance with No. XI remain unaffected. Claims by the purchaser due to the expenses required for the purpose of supplementary performance, in particular the cost of freight, other transport, labour and materials, will not be recognised if the costs increase because the item delivered has subsequently been shipped to a place other than the purchaser‘s branch unless such shipping corresponds to the item‘s intended use.

2.  If the guarantee is connected with recourse by the purchaser according to which a claim has been successfully made against the purchaser in accordance with the provisions of the purchase of consumer goods, the rights of recourse will remain unaffected due to the regulations on the purchase of consumer goods. No. XI applies to claims for damages.

3. The purchaser is required to notify the vendor immediately after becoming aware of every case of recourse occurring in the supply chain. The purchaser will only have statutory rights of recourse against the vendor provided the purchaser has made no arrangements with its customer over and above the statutory claims for defects.

4. The agreement to a guarantee must be in writing. A guarantee declaration is only legally valid if it describes sufficiently precisely the content of the guarantee and the duration and geographical scope of the protection afforded by the guarantee.

5. If the goods are sold in altered form without the written consent of the vendor, the onus of proof of the existence of a material defect at the moment of the transfer of risk rests with the purchaser.

XI. Compensation

1.  Compensation claims on the part of the purchaser – including of a non-contractual nature – against the vendor, its employees or other assistants, will not be recognised in cases of slightly negligent breach of obligations on the part of the vendor, its employees or other assistants unless the breach affects an obligation which is of major significance for achieving the purpose of the contract.

2. The vendor is only liable for indirect and unforeseeable damage at the time the agreement was concluded where the vendor, its senior employees or other assistants are guilty of gross negligence.

3.  The aforementioned restrictions do not apply to damage resulting from death, physical injury or harm to human health. Compulsory statutory provisions on liability regarding such as liability in accepting a guarantee or the provisions of the German Product Liability Act, remain unaffected.

XII. Expiry of claims

Claims for defects expire one year after the beginning of the statutory expiry period unless the goods are of a kind that has been used for a building in accordance with their customary manner of use and has caused their defective condition. In this case, claims for defects expire two years from the beginning of the statutory expiry period. Compulsory statutory expiry and liability provisions such as liability on accepting a guarantee, liability for wilful and grossly negligent actions, for causing death or physical injury or harming human health, breaching essential contractual obligations, liability within the meaning of the German Product Liability Acts and the regulations on the purchase of consumer goods remain unaffected.

XIII. The inherent nature of the goods, technical advice, use and processing

1.  The inherent nature of the goods is essentially deemed to be only that inherent nature described in the vendor‘s descriptions of the products, specifications and markings.

2.  The vendor‘s advice on how to use the products is given to the best of the vendor‘s knowledge but is only deemed to be non-binding assistance and does not exempt the purchaser itself from examining the products supplied by the vendor for their suitability for the intended processes and purposes.

3.  Differences in quantity of 3 % may occur in specially-made goods. These are not deemed to be defects.

XIV. Applicable law

1.  German law applies. The provisions of the UN Convention on Contracts for the International Sale of Goods (CISG) do not apply.

2.  Clauses customary in the trade are to be interpreted in accordance with the applicable Incoterms.

XV. Place of fulfilment and place of jurisdiction

1.  The place of fulfilment for all obligations arising out of the contractual relationship is Wetzlar.

2.  The place of jurisdiction for both parties is Wetzlar. The vendor is also entitled to assert its claims at the purchaser‘s general place of jurisdiction.