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General Terms and Conditions of Supply and Payment of IneoCare GmbH

I. General

1. Derogations from the following terms and conditions, in particular the acceptance of the client’s own conditions of purchase, require our express acknowledgement.

2. We retain sole copyright in our illustrations, drawings and print masters unless we have given written consent to their release to third parties.

II. Offer and acceptance of an order

1. We reserve an acceptance period of 3 weeks for all offers to enter into a contract.

2. The content of our service is determined by the written order confirmation. Changes made for the purpose of technical improvement of the products are reserved and permitted.

3. In the case of special manufacture, DIN 2768 governs the tolerances. The accuracy class is determined by the manufacturing process. The client must call written attention to any divergent tolerances before the contract is signed. In that case, the client must present all necessary manufacturing documents.

4. Additional quantities and assembly work are billed separately.

III. Delivery lead-times

1. Delivery lead-times and performance dates are not binding unless they are expressly agreed as such. The delivery lead-time begins upon despatch of the order confirmation but not before the documents, approvals and clearances to be provided by the client have been made available and also not before the receipt of an agreed instalment payment.

2. The delivery lead-time is deemed to have been respected if the delivery item has left the works or readiness for despatch has been notified to the client before that time limit expires.

3. The delivery lead-time shall be suitably extended in the event of measures accompanying labour conflicts, in particular strikes and lockouts, and also upon the occurrence of unforeseen obstacles which are entirely beyond  our control in so far as such obstacles demonstrably have a substantial influence on the manufacture or supply of the delivery item.

IV. Despatch conditions

1. Save where otherwise agreed, our deliveries are quoted ex-works without packaging. The client decides on the matter of insurance of the delivery and must pay the costs of the carriers, forwarding agents, insurers, customs clearance and taxes. When the delivery is handed over to a forwarding agent or freight carrier the risk passes to the client in every case.

2. To permit orderly processing, return consignments of deliveries must be announced in advance in writing by the client followed by our written consent thereto.

3. If carriage-paid delivery is agreed, the prices quoted by us are based on the freight charges and ancillary costs pertaining at the time when the offer is made.

4. Delivered items must be accepted by the client even if they have minor defects, without prejudice to the client’s rights under warranty.

V. Payment

1. Payment of our invoices must be made within 10 days of receipt without any deduction. In the event of failure to comply with the payment conditions, we are entitled to withhold further deliveries, notwithstanding other rights.

2. In the event of late payment, the client shall be liable for the statutory interest on arrears.

3. In the event of late payment and justified doubts as to the solvency or creditworthiness of the client, we are authorised, without prejudice to our other rights, to require securities or advance payments for outstanding deliveries and immediate payment of all outstanding claims under the business relationship.

4. The client is only entitled to offset or retain payment if claims are uncontested or legally enforceable,

5. All prices are quoted in principle ex-works including standard packaging plus value added tax at the statutory rate. Carriage costs, charges or fees and other ancillary costs are payable by the client.

VI. Claims in respect of defects

1. The goods are deemed to be compliant with the contract if they do not deviate from the agreed specification or do so only to an insignificant extent at the time when risks are transferred. Compliance with the contract and absence of defects in our goods shall be determined exclusively on the basis of the specific agreements as to quality and defects in the ordered goods. In the case of special production runs, Section II, para. 3 shall determine the tolerances. We are not liable for deterioration or loss or unprofessional treatment of the goods after the transfer of risks.

2. Material defects shall be notified in writing without delay but at the latest seven days after delivery. Material defects which cannot be detected within that time limit even by making a careful examination must be reported in writing as soon as they come to light. If a material defect is discovered all processing or further working must be halted without delay. Shorter statutory time limits, e.g. those stipulated in §§ 377 ff. HGB (Commercial Code) take priority.

3. If a justified complaint is made in a timely manner we may at our own discretion either remedy the defect or deliver goods that are free from defects (subsequent performance). Replaced parts become our property. In the event of failure or refusal to effect subsequent performance, the client may after a reasonable period has expired without action being taken withdraw from the contract or reduce the purchase price. If the defect is not significant or if the goods have already been sold, processed or reworked he shall only have the right to a price reduction.

4. We accept expenditure necessitated for subsequent performance solely if this is reasonable in the individual case, in particular in relation to the purchase price of the goods. Expenditure caused by the fact that the goods which have been sold have been taken to a place other than the agreed place of performance will not be accepted by us, unless this corresponds to their use for the normal contractual purpose.

5. After the client has performed an agreed acceptance of the goods, complaints of material defects which could have been detected by the agreed  acceptance procedure will not be receivable. If a defect remained unknown to the client because of his own negligence, he may only enforce rights in respect of that defect if we have maliciously concealed the defect or accepted a guarantee for the characteristics of the object.

6. If the client fails to give us an immediate opportunity to verify the justification of the complaint by making the goods to which the objection relates available or accessible on site, all rights on grounds of the material defect shall lapse.

7. Our further liability based on Section VII. and §§ 478, 479 BGB (German Civil Code) remains unaffected.

VII. General limitation of liability and time-barring

1. In the event of breach of contractual and non-contractual obligations in particular because of impossibility, delay, faults in preparing the contracts and impermissible action we – including our senior staff and other performance assistants – shall be liable only in cases of deliberate intent and gross negligence limited to prejudice typical of the contract which was predictable when the contract was concluded. Any other liability on our part, including for defects and damage consequential upon defects, is excluded.

2. These limitations do not apply in the event of a negligent breach of substantial contractual obligations in so far as the attainment of the contractual purpose is at risk, in the case of injury to life, physical integrity and health caused by negligence and also not if and to the extent that we have accepted a guarantee for the characteristics of the object which is sold and also in cases of binding liability under the Product Liability Act. The rules on the burden of proof remain unaffected by this provision.

3. Save where otherwise agreed, contractual claims which arise for the client against us on the occasion of and in relation to the delivery of the goods shall be time-barred one year after delivery of the goods. This time limit likewise applies to those goods which, according to their habitual method of use, are used in a building structure and have caused such structure to become defective, unless this particular form of use was agreed in writing. This does not affect the time-barring of claims based on deliberate intent and breach of duty through gross negligence, damage to life, physical integrity and health caused by unlawful action and the time-barring of claims for redress based on §§ 478, 479 BGB.

VIII. Reservation of ownership

1. We retain ownership of the delivery items until payment of all claims arising out of the business relationship has been made in full.

2. The client is entitled to sell the reserved goods on in the normal course of business.

3. If the reserved goods are sold on by the client we shall be entitled to the resulting claim of such client in a maximum amount equivalent to our overall claim against the client. The latter hereby assigns the future claim to us. The client remains authorised to collect this claim even after its assignment. Our authority to collect the claim ourselves remains unaffected.

4. In the event of conduct of the client in breach of the contract, in particular in case of late payment, we are entitled to take back the purchased object.

5. The client must give information at all times about the stock of goods or their onward sale and the resulting claims. In case of distraint, the client must call the attention of the enforcement officer to the reservation of ownership and inform us without delay of such distraint.

IX. Final provisions

1. Should any particular provisions of these General Terms and Conditions of Business be or become wholly or partially invalid or null and void the remaining provisions shall not be affected thereby. The conditions which are invalid or null and void shall be replaced by new conditions which approximate as closely as possible to the economic purpose of the contract, the interests of both parties to be suitably safeguarded. This provision likewise applies if a gap is found to exist in the stipulations.

2. The place of performance for both contractual parties is the head office of the IneoCare GmbH company in Leipzig. This contract shall be governed solely by the law of the Federal Republic of Germany. To the extent that this is permitted, Leipzig is agreed as the place of jurisdiction for all legal disputes arising out of the contractual relationship.