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General terms and conditions

1. Area of application
The following general terms and conditions apply to all contracts, deliveries and services including consultancy services, information and similar. They are applied for all future business relationships, eventhough they are not explicit agreed. We disagree conflicting purchasing specification of the business partner. They are still not applied although we did not explicit disagree after income.

2. Written from requirement
Oral agreements, reservations, changes, extensions or additions or the annulment of the contract need a special written agreement. This applies also to a waiving to the written form requirement itself.

3. Prices
The prices are quoted ex works or warehouse and before value added tax and transportation charges at current prices. We are aswell after conclusion of the contract authorised to impose price surcharge as far as calculation of the prices changed. Besides charges of all kind those are public expenses, taxes, tolls, surcharge for deliveries, list price increases our delivery man and suchlike.

4. Terms of payment
The payment is to be paid completely in advance. The business partner has to come in default with a reward 14 days after receiving the bill, day of maturity or the receiving as long he did not payed. In case of defects the business partner is not in the right of retention unless the delivery is apparently defect or rather the business partner is in the right of refusing the acceptance of the delivery/service. In such a case the business partner is only authorised to retent insofar as the kept amount is in an adequate relation to the defects and the estimated costs for supplementary performance (especially to remedy any defects or to provide replacement).
The business partner is not entitled to assert claims and rights for defects if the customer has not made due payments and the due amount (including any payments already made) is in an appropriate relationsship to the value of the defect delivery/service.
In case of delay of payment we are authorised to demand interests of delay in the amount of 8% above the currently valid base rate. The contract partner
The contracting partner may offset only against uncontested or legally established receivables
Checks are only accepted with a special agreement and as payment without trade discount.
Credit vouchers of checks are issued subject to receipt and minus disbursements at the value on the day on which we are able to access the exchange value.

5. Shipment, packaging, passing of risk and partial deliveries
When sending the goods we determine forwarding agent, carrier and dispatch way unless something else has been writtenly agreed. On demand of the business contact we deliver the goods covered.

Ready to ship goods must be retrieved immediately. Otherwise we are entitled, after warning Buyer, at his own discretion either to send or to store the goods at Buyer’s expense and to invoice them immediately. After handover of the goods to the delivery man, at the latest on leaving the works or warehouse the risk of price, loss and deterioration is passed to business partner. This applies even if we should perform the transport for free or for payment to the delivery man by ourself. We are authorised to part delivery in reasonable amount. Part deliveries are permitted and are regarded as independent transactions.

6. Reservation of rights to own delivery, delivery dates and delivery periods
The condition of correct and punctual deliveries to us as the supplier remains reserved. We will inform the business partner immediately about nonavailability of the good and in case of a rescission refund to him any already paid consideration. Delivery dates and delivery periods shall only have binding effect where confirmed by ourselves in writing. Delivery periods indicated in the order confirmation refer to the date of dispatch of the goods from stock or works. The elapse of certain delivery dates and periods will not relieve the business partner, who wants to recede from the contract or wants to demand compensation for damages on account of non-performance, from having to allot a reasonable period within which to make performance or from declaring that it will reject the good or service.

The delivery periods can extend adequate – also within a delay – namely force majeure and other unforeseen incidents and hindrance arising after the conclusion of the agreement, which we are not responsible for, in as much as these hindering circumstances have a verifiable and substantial effect on the delivery of the sold goods. This also applies when these circumstances affect our suppliers or business partners. Delivery deadlines and dates are prolonged – regardless of our rights resulting from delay of the customers – by the period of time in which the customer does not satisfy his obligations towards us. Delays and omissions (impossibility) in delivery are not our responsibility, so long as no fault is attributable to us, our fullfilment assistance and our subcontractors.

7. Return of defect-free goods
Delivered goods by us are only withdrawed after appropriate written agreement and by delivery of the business partner on his own costs and risk. Goods that have been taken back voluntarily will be credited according to their state with a deduction of at least 20% cost compensation. The payout of any possible remaining amount shall be excluded. Any goods which has been custom-made or special-ordered for the business partner can not be accepted for return.

8. Reservation of proprietary
The delivery goods remain our property until fullfilment of all claims on the business partner to which we are entitled as a result of the business relationship. For the duration of the retention of title, the business partner may not pledge the retained goods or use them as security, and resale shall be possible only for resellers in the ordinary course of their business and only on condition that the reseller receives payment from its customer or makes the transfer of property to the customer dependent upon the customer fulfilling its obligation to effect payment. The contractual partner must also agree with the purchaser that the latter will acquire ownership only with this payment. The business partner is authorised to convert the delivered good or to mix or connect it with other things. The converting, mixing or connecting (in the following: “converting” with regard to the delivered good “to convert” or “converted”) happens for us; the good evolving from the converting is indicated as a “new good”. The business partner keeps the new good for us with the care of a prudent businessman. While converting our good with other goods which do not belong to us we shall acquire ownership of the new item created in the ratio of the value of the goods supplied under reservation of title (final invoice value including value-added tax) to the value of the other goods processed at the time of processing. Insofar as the business partner acquires sole ownership of the new product, we and the business partner agree that the business partner grants us co-ownership of the new product in the ratio of the value of the processed delivery item to the value of the remaining processed goods at the point in time of processing.
In case of a sale of the delivery item or the new good the buyer herewith assigns to us as a precaution any claims resulting from the resale vis a vis the business partner or third parties with any auxiliary rights in the amount of our claim. The assignment applies inclusive of any balance claims. However, the assignment only applies in the amount of the sum that corresponds to the price of the goods invoiced by the supplier. The portion of the claim assigned to you shall have priority of satisfaction.
If the business partner connects the delivery item or the new product with land or movable property, he also assigns to us his claim entitlement for remuneration of the connection as security, including all ancillary rights, without any further special declarations being necessary, in the ratio of the value of the delivery item respectively the new product to the other connected goods at the point in time of making the connection.
Until we give notice of revocation, the customer shall be authorized to collect receivables assigned to us.
The business partner shall forward the payments made for the assigned claims to us without delay up to the amount of the secured claim.
In the event of an important reason, in particular delay in payment, suspension of payment, opening of insolvency proceedings bill protest or comparable grounds which suggest that the contracting party may be insolvent, we shall be entitled to revoke the authority of the contracting party to collect claims.
We may in this situation, after giving prior warning of impending disclosure and complying with a reasonable period of notice, disclose the security assignment, realize the assigned claims and demand that the contracting party disclose the assignment to the purchaser.
In the event of distraints, as well as seizure or any other rights of disposal by third parties, the buisness partner is required to notify us thereof without delay
Insofar as the realisable value of the security rights to which we are entitled exceeds the amount of all secured claims by more than 10%, we shall release a corresponding part of the secured rights at the business partners request. we are free to choose which of the various security rights shall be released.
If the business partner breaches any of its obligations, including, but not limited to default in payment, we may, after expiration of a reasonable deadline set by us, in addition to taking back the goods, withdraw from the contract; the business partner is obliged to surrender the goods.
The restitution of the delivery goods/new goods is no intent to withdraw from the contract by the us, unless this is expressly stated.

9. Warranty and notice of defects
The business partner must inspect the delivery according to §377 HGB to report any defects (poor and or changed orders) immediately or at the latest within 8 days otherwise the right has no other shorter law, to us in written form, otherwise possible warranty claim based on claimed defects. We are not responsible for defects in the delivery procured from thirdparties and forwarded to the customer unchanged; notwithstanding responsibility for intent and negligence.
In the case of improper use on the part of the ordering party or a third party without prior consent of the supplier, where modifications or commissioning work is undertaken, there is liability for any and all consequences arising.
Warranty rights shall not arise solely in the case of insubstantial deviation from the agreed quality, in the case of a merely insubstantial detraction from usability. In case of a justified complaint, we are entitled to remove defects within an adequate period of time -at our choice- by repair or by redelivery
If the subsequent performance goes wrong, the contractual partner is entitled to the right of reduction of the purchase price or the right of rescission of the contract within the scope of the provisions of law. If the Customer demands compensation for damages instead of performance, or carries out a repair himself, we shall be allowed a second attempt to effect subsequent fullfilment.
The statutory cases are not affected in relation to the dispensability of setting a deadline. The business partner must allow us a fair estimate of the necessary time and opportunity for the rectification of defects, and in particular must make available to us the faulty object.
Expenses incurred in remdying the defects, most notably transportation, labour costs and costs of materials shall be born by the business partner provided that such costs do not increase as a result of the goods being transported to a destination other than the place of fullfilment.
Guarantees bonds of the respective producers or sub-contractors have no liability for us are to be claimed to the producers or sub-contractors.

10. General limit of liability
We shall be liable in case of delay to the service in cases of willful intent or gross negligence on our part or the part of a representative or vicarious agent according to the statutory provisions.
For the rest, it shall only be liable pursuant to Germany’s Product Liability Act (ProdHaftG) for injuries to life, limb or heath and for culpable infringement material contractual duties. However, claims for damages for the violation of material contractual obligations are limited to the foreseeable damage typical to the contract. Even in cases of gross negligence, our liability is limited to the foreseeable damage typical of the contract if none of the exceptions set forth in sentence 2 of this paragraph 1 applies.
The liability for losses caused by the delivery item to objects of legal interest, e.g. damages on other things, shall be entirely excluded. This shall not apply if intent or gross negligence applies or in the event of death, injury or health damage to a person.
The provisions of the foregoing paragraph shall extend to damages in addition to performance and damages in lieu of performance, on whatever legal ground, in particular on account of defects, breach of obligations arising out of the contractual arising or out of tort. They also apply to a claim for reimbursement of futile expenses. The liability for delay, however, is determined pursuant to par. 5, the liability for impossibility pursuant to par. 6. The aforementioned regulations shall not imply a change of the burden of proof at the expense of the customer.
We shall be liable in case of delay to the service in cases of willful intent or gross negligence on our part or the part of a representative or vicarious agent according to the statutory provisions.
The liability of SycoTec shall in cases of gross negligence be limited to damage typical for the order and foreseeable if none of the exceptional cases listed in sentence 5 of this provision exists. For the rest, in the case of delayed performance our liability for damages in addition to performance is limited to 5% and for damages instead of performance to 20% of the value of the delivery/service. All other claims by the business partner owing to disruption in the performance are excluded – even after the expiry of any period that we have been set for performance. The above limitations shall not apply to liability on grounds of injury to life, limb and health; this does not lead to a change in the burden of proof to the business partner disadvantage.
We shall be liable in case of impossible delivery of the good/service in case of intention or gross negligence or of a representative or servant in accordance with the legal provisions. The liability of us shall in cases of gross negligence be limited to damage typical for the order and foreseeable if none of the exceptional cases listed in sentence 5 of this provision exists.
For the rest our liability for damages and for a reimbursement of futile expenditures because of impossibility is limited to 10% of the value of the delivery/service. Further claims by the customer on the grounds of the impossibility of delivery are excluded. However, this limitation does not apply if liability is incurred in the case of intent, gross negligence or on the grounds of causing death or personal injury. The right of the customer for cancellation of the contract remains untouched. No change of burden of proof to the disadvantage of the business partner is connected with the preceding provisions.
The business partner may only withdraw from the contract in the scope of the statutory provisions if we are liable for the breach of duty; however in cases of defects the statutory prerequisites remain
Upon our request, the business partner shall declare within a reasonable delay of time, whether he will rescind this contract or insist on our performance under this contract.

11. Verjährung
The period of limitation in respect of a claim and rights arising from defects in performance on the part of us, regardless of the legal basis, shall be one year. However, this does not apply in cases of § 438 paragraph 1 No. 1 German Civil Code (defects of title for immovable items), § 438 paragraph 1 No. 2 German Civil Code (buil- ding work, items for building work), § 479 paragraph 1 German Civil Code (recourse claims of the entrepreneur) or § 634 a paragraph 1 No. 2 German Civil Code (building work or work consisting in the provision of planning or supervision services). The periods stated in the preceding sentence 2 are subject to a period of limitations of 3 years.
The periods of limitations according to Clause 11.1 also apply to all compensation claims on cab in the context of the fault, regardless of the legal basis for the claim. Insofar as compensation claims of any kind exist on us which are not related with a claim, these are subject to the period of limitations according to Clause 11.1, sentence 1.

The periods of limitations as per 11.1 and 11.2 apply with the following proviso:
a) The periods of limitations do not generally apply in the case of intent.
b) If we have fraudulently concealed the defect or have given a warranty for the quality of the deliveries/deliverables. If we have fraudulently concealed a defect, then instead of the periods indicated in Clause 1, the statutory limitations periods that would apply in the absence of fraud will apply, i.e., § 438 par. 1 No. 1 of the German Civil Code (BGB) (legal defect in title to immovable objects), No. 2 (constructions and articles for constructions), and No. 3 (other delivery), thereby excluding the extension of the limitations period in the case of fraud pursuant to § 438 par. 3 of the BGB.
c) The periods of limitations also do not apply to compensation claims in the case of injuries to life and limb or health or violation of liberty, for claims according to the product liability law, for grossly negligent violation or for violation of material contractual obligations.
The period of limitations begins for all claims on delivery, or on acceptance for work performance.
Unless stipulated explicitly elsewhere, the statutory regulations on the start of the period of limitations, suspension of the period, stay and recommencement of the period remain unaffected.
The above provisions do not entail any change in the burden of proof to the detriment of the customer.

12. Repairs
If the submission of a cost estimate is required before the performance of repairs, this shall be expressly mentioned. Expenses for the estimate are to be paid even then when repair is not to be effected, provided buyer and seller have an existing business relationship in this respect to which the general terms of business are applicable. We decide whether a repair needs to be done in an own or foreign workshop. On our guarantee apply the terms from point 8 and 9. The cost of packages shall be borne. by the business partner. Unless otherwise agreed the bills for the repair are due immediately.

13. Place of performance, court of jurisdiction, applicable law, partial ineffectiveness and gaps in regulation
Place of performance and exclusive place of jurisdiction for deliveries and payments (including actions with regard to claims concerning payment of a cheque) as well as for all disputes resulting from contracts between the business partner and us is Rostock.
Insofar as the business partner is not a merchant, a legal entity under public law or a special fund under public law the legal venue shall be the location of his registered address.
The relationship between us and our contracting partner shall be governed exclusively by the law of the Federal Republic of Germany exclusive of the of the Vienna UN Convention of 11 April 1980 concerning contracts for the international sale of goods (CISG).
In the event of individual regulations of these terms of use being ineffective the effectiveness of the remaining regulations shall remain intact. Instead of the invalid provision, such reasonable provision shall apply which, as far as legally permissible, best approximates what the parties to the agreement have intended. The above shall also apply in case of an omission.