General Terms and Conditions of Business of

§ 1 Scope

(1) All deliveries, services and offers of KABATEC GmbH & Co. KG (hereafter referred to as "the Seller") to
businesses take place exclusively on the basis of these General Terms and Conditions of Delivery. These
constitute an integral component of all contracts that the Seller enters into with its contract partners (hereafter
also referred to as "Customer") regarding the deliveries and services offered by it. They also apply to all future
deliveries, services or offers to the Customer, even if they are not once again agreed to separately.

(2) General terms and conditions of business of the Customer or third parties do not apply, even if the Seller
does not object to their validity separately in individual cases. Even if the Seller refers to a letter that contains or
refers to the general terms and conditions of business of the Customer or a third party, this does not constitute
recognition of their validity.

§ 2 Offer and Contract Conclusion

(1) All offers of the Seller are subject to change and non-binding, unless they are expressly designated as
binding or contain a specific acceptance period. Purchase orders or orders may be accepted by the Seller within
fourteen days after receipt.

(2) The respective sales contract, including these General Terms and Conditions of Delivery, are solely
determinative for the legal relations between the Seller and the Customer. This completely reflects all
agreements between the parties concerning the contract. Oral commitments made by the Seller before
conclusion of this contract are legally non-binding and oral agreements of the contracting parties are replaced by
the contract, unless they are expressly stated to be binding.

(3) Supplements to and modifications of agreements that have been entered into, including these General Terms
and Conditions of Delivery, must be in writing in order to be valid. With the exceptions of managing directors or
authorized signatories, the Seller's employees are not authorized to make any oral agreements that differ from
this. In order to comply with the writing requirement, transmission by fax as well as email attachments is
sufficient, as long as the transmitted document contains a personal signature (or copy thereof); otherwise
transmission by telecommunication is not sufficient.

(4) Information of the Seller provided concerning the delivery or service (e.g. weights, dimensions, values, loadbearing
capacity, tolerances and technical data) as well as Seller's representations of these (e.g. drawings and
illustrations) are not indications of guaranteed quality features, but instead descriptions or characterizations of
the delivery or service. Deviations customary to the trade and those that take place due to legal regulations or
that represent technical improvements, as well as the replacement of components by equivalent parts, are
permissible, as long as they do not impair use for the contractually intended purpose.

(5) The Seller retains the ownership of or copyright to all offers and cost estimates made by it, as well as to all
drawings, illustrations, calculations, brochures, catalogues, models, tools and aids made available to the
Customer. The Customer is not permitted to make these items themselves or the content thereof accessible to
third parties, to make them known, or to itself use or allow third parties to use them, or to duplicate them without
the express permission of the Seller. At the request of the Seller, the Customer must fully return these items to
the Seller and destroy any copies made if they are no longer needed by it in the ordinary course of business or if
negotiations do not lead to the conclusion of a contract.

§ 3 Prices and Payment

(1) The prices apply for the scope of services and delivery put forth in the order confirmation. Prices are in
EURO ex works plus packaging, the statutory VAT and, in the case of export deliveries, duties, fees and other
public charges. Additional or separate services are to be charged separately.
(2) If the prices agreed upon are
based on the list prices of the Seller and delivery is only to take place more than four months after contract
conclusion, the valid list prices of the Seller upon delivery apply (less any agreed-upon percentage or fixed

(3) Unless otherwise agreed to in writing, invoice amounts are to be paid within fourteen days without any
deduction. The date of receipt by the Seller is determinative for establishing the date of payment. Checks are
only regarded as paid once they have been cashed. the Customer does not pay by the due date, then,
beginning with the due date, outstanding amounts are subject to interest at the rate of 5 % p.a. Upon the
occurrence of default outstanding amounts are subject to an interest rate of 10 % p.a. The assertion of higher
interest rates and the bringing of claims for additional damages remain unaffected.

(4) Set-offs with counterclaims of the Customer or retention of payments due to such claims is only permissible if
the counterclaims are undisputed or legally binding.

(5) The Seller is entitled to make outstanding deliveries or carry out outstanding services only against
prepayment or the provision of security if, after the conclusion of the contract, circumstances become known to it
that considerably reduce the creditworthiness of the Customer and which jeopardize the payment of outstanding
claims of the Seller by the Customer arising out of the respective contractual relationship (including those from
other individual contracts to which the same framework agreement applies).

§ 4 Delivery and Time of Delivery

(1) Delivery takes place ex works.

(2) Unless fixed time periods or dates have been expressly promised or agreed to, then the time periods and
dates for deliveries and services that are indicated by the Seller are always approximate. If shipment has been
agreed to, then delivery periods and delivery dates refer to the time of handing over to the carrier, freight
forwarder, or other third party commissioned with transport.

(3) The Seller may - without prejudice to its rights arising out of default on the part of the Customer - request an
extension of delivery and service time periods or a postponement of delivery or service dates from the Customer
for the period during which the Customer fails to meet its contractual obligations toward the Seller.

(4) The Seller is not liable for impossibility of delivery or for delays in delivery, if these are due to force majeure
or other events that were not foreseeable at the time of contract conclusion and the Seller is not responsible
therefor (e.g. all types of interruption in operation, difficulties in the procurement of materials or energy, transport
delays, strikes, legal lockouts, lack of workers, energy or raw materials, difficulties in procuring necessary
regulatory approvals, governmental measures or missing, incorrect, or late delivery by the Supplier). If such
events make delivery or performance significantly more difficult or impossible and the hindrance is not of a
merely temporary nature, then the Seller is entitled to rescind the contract. If the hindrances are of a temporary
nature, then the delivery or performance dates are extended or deferred by the period of the hindrance plus an
appropriate start-up period. If, as a result of the delay, the Customer cannot be expected to accept the delivery
of service, then it can withdraw from the contract by providing the Seller with immediate written notice thereof.

(5) The Seller is only entitled to partial deliveries, if

– partial deliveries can be used by the Customer in terms of the contractual purpose,

– delivery of the remaining ordered goods is ensured, and

 the Customer does not thereby incur any additional expenses or other costs (unless the Seller has declared
itself prepared to assume these costs).

(6) If the Seller falls behind in delivery or performance or if it becomes impossible for it to undertake delivery or
performance, regardless of the reason therefor, then the Seller's liability for damages is limited to that put forth in
§ 8 of these General Terms and Conditions of Delivery.

§ 5 Place of performance, Shipping, Packaging, Transfer Risk, Acceptance

(1) Unless otherwise agreed to, the place of performance for all obligations arising out of the contractual
relationship is the headquarters of the Seller. If the Seller is also responsible for installation, then the place of
performance is the site at which installation is to take place.

(2) The manner of shipment and packaging are subject to the due discretion of the Seller. Unless the parties
agree to otherwise in an individual instance, the packaging together with ownership of the respective delivery
item is transferred in accordance with the rules of § 9 of these General Terms and Conditions of Delivery and
therefore cannot be taken back.
(3) At the latest the risk of loss passes upon the handing over of the item to be delivered (whereby the
commencement of the loading process is decisive) to the carrier, freight forwarder or other third party
commissioned with the carrying out of shipment to the Customer. This also applies in the case of partial
deliveries or if the Seller undertakes other services (e.g. shipment or installation). If shipment or delivery is
delayed due to circumstances for which the Customer is responsible, then the risk of loss passes to the
Customer from the date on which the item to be delivered is ready for shipment and the Seller has notified the
Customer thereof.

(4) Storage costs after the passage of the risk of loss is to be borne by the Customer. When storage is
undertaken by the Seller, the storage costs amount to 0.25% of the invoice amount of the delivery items to be
stored per week. The right to assert and demonstrate lower or higher storage costs is reserved.

(5) The shipment is only to be ensured against theft, breakage, transport, fire and water damage or other
insurable risks by the Seller at the express wish of the Customer and at the costs of the latter.

(6) If an acceptance takes place, the purchased goods are to be considered as accepted, if

- delivery takes place and if installation is due from the Seller, the installation is completed,

- the Seller has notified the Customer thereof with reference to implied acceptance under this § 5 (6) and has
requested the Customer to accept,

- twelve workdays have elapsed since delivery or installation or the Customer has begun to use the purchased
item (e.g. the delivered item has been put in operation) and in this case six days have passed since delivery or
installation, and

- the Customer has failed to accept within this time period for a reason other than notice of a defect to the Seller
that would make use of the purchased item impossible or severely impair such use.

(7) If, within the context of contractual relations between the parties, employees of the Seller are active in a
workplace of the Customer, then the Customer is obligated to ensure the occupational safety of the Seller's
employees. This includes the identification of local hazards and work risks, as well as instruction in existing
occupational health and safety measures.

§ 6 Warranty, Material Defects

(1) The warranty period is for one year from the date of delivery or, if acceptance is required, for one year from
the date of acceptance. This period does not apply for damage claims on the part of the Customer for loss of
life, bodily injury, or impairment of health or that is the result of violations of the Seller's duty or those of its
assistants that are the result of intent or gross negligence; these lapse based on the statutory provisions

(2) The delivered items are to be promptly inspected after delivery to the Customer or a third party designated by
it. The goods are to be considered as approved if the Seller does not receive a written notification of defects
concerning apparent defects or other defects that would have been apparent on the basis of a careful inspection,
within seven workdays after the handing over of the delivered item or otherwise within seven workdays after
discovery of a defect or at an earlier time if the defect would have been apparent to the Customer upon normal
use of the delivered item without further investigation. The writing requirement can be satisfied by transmission by fax
or by an email attachment if the transmitted document contains a personal signature (or a copy thereof); otherwise the
telecommunication transmission is not sufficient. At the Seller's request the delivery of the defective item is to be
returned to the Seller free of freight charges. In the event of a justified complaint concerning defects, the Seller is
to pay the costs of the most favourable shipping route. This does not apply to the extent that the costs increase
because the delivery item is located at a site other than that of the original delivery location.

(3) In the case of material defects to the delivered items, the Seller is obligated and entitled, within a reasonable
period of time, based on its choice, either to rectify the defects in or replace the goods. In case of the failure of
such efforts on the part of the Seller, i.e. impossibility, unreasonableness, refusal or unreasonable delay in repair
or replacement delivery, the Customer can rescind the contract or reduce the purchase price as appropriate.
(4) If a defect is due to the fault of the Seller, then the Customer can request damages subject to the conditions
put forth in § 8.

(5) In the case of defects of components of other manufacturers that the Seller cannot eliminate for licensing or
actual reasons, the Seller is to, at its choice, either assert its warranty claims against the manufacturers and
suppliers on behalf of the Customer or assign them to the Customer. For defects of this type the bringing of
warranty claims against the Seller is only to take place subject to the other conditions as well as to these
General Terms and Conditions of Delivery if the court enforcement of the aforementioned claims against the
manufacturers and suppliers proved to be unsuccessful or proved to be without prospects, e.g. due to
insolvency. For the duration of the legal dispute the statute of limitations of the warranty claims of the Customer
against the Seller is to be suspended.

(6) The warranty no longer applies if the Customer changes the delivered item without the consent of the Seller
or has it altered by a third party and the removal of defects is thereby made impossible or unreasonably difficult.
In any case, the Customer is to bear the additional costs arising during defect elimination due to unauthorized
alteration of the item.

(7) In individual instances involving the agreed-upon delivery of used items to the Customer, this takes place
under exclusion of any guarantee for material defects.

§ 7 Property rights

(1) In accordance with this § 7, the Seller grants assurances that the delivered items are free from industrial
property rights or third party copyrights. Each contracting partner is to immediately notify the other in writing if
claims are brought against it due to the violation of such rights.

(2) In the event that the delivered item violates an industrial copyright or copyright of a third party, the Seller is to,
at its option and at its own expense, alter or replace the delivered item in such a way that third party rights are no
longer infringed, but the delivered item continues to fulfil its contractually agreed-upon function or, in the
alternative, to grant the Customer a right of use by signing a licensing agreement. If the Seller does not
accomplish the aforegoing within a reasonable period of time, then the Customer is entitled to rescind the
contract or to reduce the purchase price as appropriate. Any claims for damages brought by the Customer are
subject to the limitations of § 8 of these General Terms and Conditions of Delivery.

(3) In the case of violations of rights by products delivered to the Seller by other manufacturers, the Seller is to,
at its choice, bring claims against the manufacturer and its suppliers on behalf of the Customer or directly assign
these claims to the Customer. In such instances claims against the Seller are only to be undertaken subject to
this § 7 if the judicial enforcement of the aforementioned claims against the manufacturers and suppliers was
unsuccessful or was without prospects, e.g. due to insolvency.

§ 8 Liability for Damages for Personal Injury and Those Due to Fault

(1) The liability of the Seller for personal injury and damages based on culpability, regardless of the legal basis
therefor, especially those arising out of impossibility, delay, defective or incorrect delivery, contract violations,
violations of obligations in contract negotiations and torts, are, to the extent fault s involved, limited to the
provisions of this § 8.

(2) The Seller is not liable in the case of mere negligence on the part of its organs, legal representatives,
employees, or other vicarious agents unless they are in in violation of a material contractual duty. A material
contractual duty involves an obligation for the timely delivery and installation of a delivery object that is free of
material defects, as well as the consultation, protection and custody obligations that are intended to enable the
Customer to use the goods in accordance with the contract or to protect the Customer and its staff from death or
bodily injury or to protect its property from significant damage.

(3) If the Seller is liable for damages in accordance with § 8 (2), then this liability is limited to damages that, at
the time of contract conclusion, the Seller could foresee as possible consequences of a contract violation or
should have seen in the exercise of due diligence. Indirect damages and consequential damages that result
from defects in the delivered item are only subject to compensation to the extent such damages are to be
expected and typical during the course of the proper use of the delivered item.
(4) In the case of liability for simple negligence, the Seller's obligation to pay compensation for personal injury
and damage to property and the economic damages resulting therefrom is limited to an amount of EUR
2,000,000.00 per claim (corresponding to the current coverage sum of its company liability insurance), even if a
violation of essential contractual duties is involved.

(5) The aforementioned liability exclusions and limitations apply to the same extent in regard to the organs,
statutory representatives, employees and other vicarious agents of the Seller.

(6) If the Seller provides technical advice or acts in an advisory capacity and this information or advice does not
fall within the contractually agreed-upon duties due by it, then such services are provided free of charge and in
exclusion of all liability therefor.

(7) The limitations of this § 8 do not apply to the Seller's liability due to intentional acts for guaranteed quality
features, due to loss of life, bodily injury or impairment to health or when subject to product liability law.

§ 9 Reservation of Title

(1) The following agreed-upon reservation of title serves to secure all existing and future claims of the Seller
against the Customer arising out of the delivery relationship existing between them as contract partners
(including balances due from a current account associated with this delivery relationship).

(2) The goods delivered by the Seller to the Customer remain property of the Seller until all secured claims have
been paid in full. The goods, as well as any that enter into their place, constitute reserved goods under this
clause and are subject to reservation of title.

(3) The Customer is to safeguard the reserved goods free of charge for the Seller.

(4) The Customer is entitled to process and sell the reserved goods in the ordinary course of business until the
recovery thereof (Paragraph 9). Pledging and provisions for purposes of providing security are not permitted.

(5) If the reserved goods are processed by the Customer, it is hereby agreed that the processing is to be
undertaken in the name of and on behalf of the Seller and that the Seller directly acquires the property or - if the
processing consists of materials contributed by several owners or the value of the processed commodity is
higher than the value of the reserved goods - then the co-ownership (in fractional, undivided shares) in the newly
created commodity is to be in the ratio of the value of the reserved goods to the value of the newly created
commodity. In case no such acquisition of property occurs for the Seller, then the Customer already now
transfers its future property or - in the aforementioned ratio - co-ownership in the newly created commodity as
security to the Seller. If the reserved goods are combined with other materials to create a uniform piece of
property or thereby inseparably mixed and if one of the other items is to be regarded as the main item, then the
Customer transfers co-ownership to the Buyer to the extent the main item belongs to it in the ratio put forth in
Sentence 1.

(6) In the event of resale of the reserved goods the Customer already now assigns to the Seller as security the
resulting claim against the Purchaser - in the case of co-ownership of the Seller in the reserved goods in
proportion to the co-ownership share. The same applies to other claims that are replaced by the reserved goods
or otherwise arise in regard to the reserved goods, as e.g. insurance claims or claims arising from a tort in case
of loss or destruction. The Seller revocably authorizes the Customer to collect the claims assigned to the Seller
in its own name. The Seller may only revoke this collection authorization in the event of recovery of the

(7) If third parties seize the reserved goods, in particular by attaching them, the Customer is to immediately
inform them that the property belongs to the Seller and also inform the Seller thereof, so that it will be able to
assert its own ownership rights. If the third party is not in a position to reimburse the Seller for the legal or court
costs incurred in this regard, then the Customer bears liability therefor to the Seller.

(8) The Seller is to release the reserved goods, as well as the goods or claims that have taken their place at the
request of the Customer and at its choice, if their value exceeds the amount of the secured claims by more than

(9) If the Seller rescinds the contract due to breach of contract by the Customer - especially default in payment -
then it is entitled to take possession of the reserved goods (recovery of proceeds).
§ 10 Non-Disclosure

(1) The Customer is obligated to treat all items (e.g. software, documents, information) made available to it by
the Seller or that it becomes aware of, both before and during the implementation of the contract that are legally
protected or that contain trade or business secrets or that are designated as confidential, as a confidential
matter, even after the end of the contract.

(2) For the duration of this Contract and thereafter the Customer will not disclose any business secrets and no
knowledge or know-how of the Seller or make use of it to the advantage of another company. The Customer is to
impose the above obligation of confidentiality on its own employees, as well as on companies commissioned to
provide assistance, who come into confidential information in the aforementioned sense.

(3) The duty to maintain confidentiality becomes void if the transmitted items are or become generally known
without breach of the obligation of confidentiality.

§ 11 Concluding provisions

(1) If the Customer is a merchant, a legal entity under public law, or a public law special fund, then, at the choice
of the Seller, the place of jurisdiction for al controversies arising out of the business relationship between the
Seller and the Customer is the headquarters of the Seller or the headquarters of the Customer. For legal actions
against the Seller the place of business of the Seller is the place of exclusive jurisdiction. Mandatory legal
provisions regarding exclusive jurisdiction are to remain unaffected by these rules.

(2) The relations between the Seller and the Customer are exclusively subject to the law of the Federal Republic
of Germany. The United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980
(CISG) does not apply.

(3) If a provision of the contract or of these General Terms and Conditions of Delivery is or becomes void or
impracticable, then the remaining provisions remain unaffected thereby. The parties are obligated to replace the
invalid, void or impracticable provision with a valid and implementable provision that comes as close as possible
to the economic purpose of the invalid, void or impracticable provision. The same applies correspondingly to
legal gaps.


The Customer is aware that the Seller stores data arising out of this contractual relationship in accordance with § 28 of the
German Federal Data Protection Law for the purposes of data processing and reserves the right to transmit such data (e.g.
insurance companies) to the extent necessary for the purpose of contractual fulfillment.