General Terms and Conditions of Sale

Version: June 2018

§ 1 General

1. These terms of sale apply to all deliveries by Hölling DMA Antriebs- und Systemkomponenten GmbH & Co. KG (hereinafter referred to as the "Supplier"). They also apply to all services agreed in addition to the delivery (such as specifications and modifications), whether as an ancillary service or independently as a primary service (hereinafter collectively referred to as "Services"). The Supplier recognizes conflicting terms or terms of the Purchaser that deviate from these terms of sale only if it has expressly agreed to their validity in writing.
2. These terms of sale also apply to all future business transactions with the Purchaser, insofar as they involve legal transactions of a related nature.

§ 2 Offer and Conclusion of Contract

Offers made by the Supplier are subject to change without notice. Insofar as an order is to be regarded as an offer pursuant to § 145 of the German Civil Code (BGB), the Supplier may accept it within two weeks. Faulty transmission of electronic or telephone orders/instructions is at the Purchaser's risk.

§ 3 Documents Provided

The Supplier reserves ownership and copyright to all documents provided to the Purchaser in connection with the placing of an order, such as samples, calculations, drawings, etc. These documents may not be made accessible to third parties unless the Supplier expressly gives its written consent. If the Supplier does not accept the Purchaser's offer within the period specified in § 2, these documents must be returned to the Supplier without delay.

§ 4 Prices and Payment

1. Unless otherwise agreed in writing, the Supplier's prices are ex works, excluding packaging and plus value-added tax at the applicable rate. Packaging costs are invoiced separately.
2. Payment of the purchase price shall be made exclusively to the account specified on the invoice. Deduction of a cash discount or any other reduction is only permitted by special written agreement. Public charges (taxes, fees, customs duties, etc.) arising from the export of the goods, as well as other incidental costs, are borne by the Purchaser.
3. Unless otherwise agreed, the purchase price is payable within 14 days of invoicing. Default interest is charged at a rate of 8% p.a. above the applicable base rate. The right to claim higher damages for default remains reserved.
4. The Supplier is entitled to reasonable additional remuneration (even in the case of an agreed fixed price) if, after the conclusion of the contract, technical specifications or delivery/execution deadlines are changed at the Purchaser's request. Unless a fixed-price agreement has been made, reasonable price changes due to changed labor, material, and procurement costs remain reserved for deliveries made 3 months or later after conclusion of the contract.

§ 5 Rights of Retention

The Purchaser is only entitled to exercise a right of retention insofar as its counterclaim is based on the same contractual relationship.

§ 6 Delivery

1. The commencement of the delivery time specified by the Supplier presupposes the timely and proper fulfillment of the Purchaser's obligations. The defense of non-performance of the contract remains reserved.
2. If the Purchaser is in default of acceptance or culpably breaches other duties to cooperate, the Supplier is entitled to demand compensation for the resulting damage, including any additional expenses. Further claims remain reserved. If the above conditions are met, the risk of accidental loss or accidental deterioration of the purchased item passes to the Purchaser at the point in time at which it defaulted on acceptance or as a debtor.
3. Deadlines/dates are extended/postponed accordingly if delays occur due to other events beyond the Supplier's control (such as strikes, lockouts, operational disruptions, delays caused by subcontractors, force majeure, official measures), regardless of whether they arise at the Supplier, the Purchaser, and/or third parties. If delivery/performance is delayed by more than 3 months due to such events, both parties are entitled to withdraw from the contract.
4. If the Supplier is culpably in default by more than 6 weeks, the Purchaser has the right, after the fruitless expiry of a reasonable grace period, to withdraw from the contract by written declaration. In the event of partial delay in delivery or performance, the right of withdrawal is limited to that part, insofar as this is reasonable for the Purchaser.
5. If the Supplier is grossly negligent in defaulting, it shall compensate the Purchaser for each completed week of delay with 0.5% of the price of the delayed delivery/performance, up to a maximum of 5% as a lump-sum compensation for delay; this also applies in cases of slight negligence, but no compensation is provided for loss of profit/loss of use in this case. Further claims are excluded.
6. The Supplier reserves the right, insofar as reasonable, to deliver to the Purchaser a different delivery item of a similar pattern or type if the model or ordered type is no longer manufactured by the intended delivery date. The Supplier is under no obligation to deliver the originally ordered item or to pay damages for non-performance.
7. If shipment is delayed for reasons for which the Supplier is not responsible, the Purchaser is obligated, from the second month of the delay onward, to reimburse the costs incurred through storage. If stored in the Supplier's buildings, the compensation for each month amounts to 0.5% of the delivery value. The Purchaser retains the right to prove that these costs were not incurred or were significantly lower.

§ 7 Transfer of Risk upon Shipment

If the goods are shipped to the Purchaser at the Purchaser's request, the risk of accidental loss or accidental deterioration of the goods passes to the Purchaser upon dispatch to the Purchaser, at the latest upon leaving the warehouse. This applies regardless of whether the goods are shipped from the place of performance or who bears the freight costs.

§ 8 Retention of Title

1. The Supplier retains ownership of the delivered item until full payment of all claims arising from the delivery contract. This also applies to all future deliveries, even if the Supplier does not always expressly rely on this. The Supplier is entitled to reclaim the purchased item if the Purchaser acts in breach of contract.
2. As long as ownership has not yet passed to it, the Purchaser is obligated to handle the purchased item with care. In particular, it is obligated to adequately insure the item at its own expense against theft, fire, and water damage at replacement value. If maintenance, preservation, and inspection work is required, the Purchaser must carry it out in good time at its own expense. As long as ownership has not yet passed, the Purchaser must immediately notify the Supplier in writing if the delivered item is seized or subjected to other third-party interference.
3. The Purchaser is entitled to resell the goods subject to retention of title in the normal course of business. The Purchaser hereby assigns to the Supplier, in advance, the claims against the buyer arising from the resale of the goods, up to the agreed final invoice amount (including value-added tax). The Purchaser remains authorized to collect the claim even after the assignment.
4. Processing or transformation of the purchased item by the Purchaser is always carried out in the name and on behalf of the Supplier. Insofar as the purchased item is processed together with other items not belonging to the Supplier, the Supplier acquires co-ownership of the new item in proportion to the value of the purchased item relative to the other processed items at the time of processing.
5. The Supplier undertakes, at the Purchaser's request, to release the securities to which it is entitled insofar as their value exceeds the claims to be secured by more than 20%.

§ 9 Warranty, Notice of Defects, and Recourse Claims

1. Warranty rights of the Purchaser require that it has properly fulfilled its inspection and notification obligations owed under § 377 of the German Commercial Code (HGB).
2. Claims for defects become statute-barred 12 months after delivery of the goods. The statutory limitation period applies to claims for damages arising from intent and gross negligence, as well as injury to life, body, and health. When selling used goods, the warranty is entirely excluded, with the exception of the aforementioned claims for damages.
3. Should the delivered goods, despite all due care, exhibit a defect that already existed at the time the risk passed, the Supplier will, subject to a timely notice of defect, at its discretion either repair the goods or deliver replacement goods.
4. If subsequent performance fails, the Purchaser may, without prejudice to any claims for damages, withdraw from the contract or reduce the price.
5. Claims for defects do not exist in the event of only insignificant deviation from the agreed condition, only insignificant impairment of usability, natural wear and tear, or damage arising after the transfer of risk due to faulty or negligent handling, excessive strain, unsuitable operating materials, or particular external influences.
6. Recourse claims by the Purchaser against the Supplier exist only insofar as the Purchaser has not made any agreements with its customer that go beyond the legally mandatory claims for defects.
7. Claims for damages for resulting business interruption, lost revenue, or lost profit are excluded.

§ 10 Miscellaneous

1. This contract and all legal relationships between the parties are governed by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
2. The place of performance and exclusive place of jurisdiction for all disputes arising from this contract is the Supplier's place of business, unless otherwise stated in the order confirmation.
3. All agreements made between the parties for the purpose of executing this contract are set out in writing in this contract.

§ 11 Severability Clause

Should individual clauses or parts of the clauses above be or become invalid, void, or unenforceable, the validity of the remaining provisions of this contract shall not be affected. The same applies if a gap in the provisions is identified. In place of the invalid, void, or unenforceable provision, and to fill any gap, an appropriate provision shall apply that, as far as legally possible, comes closest to what the contracting parties economically intended, or would have intended in accordance with the purpose of the contract.