Conditions of Purchase of VIB Systems GmbH

1. Order confirmation
   The order must be confirmed in writing by the supplier. Should the order not be confirmed within ten days, we shall no longer be bound to it. Should the order confirmation or terms of delivery of the supplier vary from our order or these conditions, we shall only be bound to the variations if we have confirmed them in writing. That shall also apply to any variations subsequently desired by the supplier.
   
   
2. Prices and payment terms
   Delivery shall be made at fixed prices at the expense and risk of the supplier, free delivered to the recipient's destination plant. In the case of the price being set ex works or ex shipping department, the most economic method of transport is to be chosen. Any additional costs due to expedited delivery in order to adhere to the deadline for delivery shall be borne by the supplier. Independently of the method of setting the price, the supplier shall bear the risk until the recipient plant takes delivery of the shipment. Following completion of the order by the supplier and receipt of the invoice, we shall pay in accordance with the terms of the order. We shall be entitled to pay with bills of exchange.
   
   
3. Invoices
   All invoices are to be issued in duplicate. They must bear the number, reference and date of our order.
   
   
4. Time of delivery
   Should it become clear that an agreed time of delivery cannot be adhered to, we must be notified of the matter without delay. Should deadlines be exceeded, we shall be entitled, under the statutory requirements, to withdraw from the contract in whole or in part and demand compensation for damages instead of delivery in the event of default. In the event of deliveries and services which concern the structural or mechanical equipping of our plant, we can demand a contractual penalty to the amount of 0.5% of the order value for each week commenced which exceeds the deadline; the highest total amount of the contractual penalty shall be 10% of the order value. The contractual penalty can also be claimed following unconditional acceptance of the delivery or service. Any further rights, in particular the assertion of claims for compensation for damages in excess of the latter, shall remain unaffected.
   
   
5. Despatch and packaging
   Delivery is to be made to the address given in the order, quoting our order reference on the packaging, consignment notes, parcel address labels, advice notes, invoices and adhesive labels. The supplier shall be liable for the consequences of incorrect issuing of consignment notes and for any damage which may arise to us or third parties during transport through unsuitable packaging or for any other reasons. Despatch of each delivery is to be notified immediately in duplicate upon being shipped. The invoice shall not serve as an advice note. Should nothing else have been expressly agreed, lorries shall unload at our plants at the known acceptance times. Should the unloading times not be adhered to, the goods shall only be accepted on the day following the day of unloading. The costs arising thereby shall be borne by the supplier. A refund for the packaging shall only be granted if this is agreed in writing at the time that the order is placed. Transportation insurance is covered by us and may not be invoiced.
   
   
6. Liability for defects
   Notwithstanding the statutory liability for defects, the supplier guarantees that all parts which have become unserviceable or defective within the statutory periods of limitation in the three-shift operation or within a specifically agreed longer guarantee period as a result of material or constructional defects, without any fault on our part, shall be replaced immediately at his own expense or the defects which have occurred shall be remedied, at our discretion. The supplier’s replacement obligation shall also include the costs of dismantling and assembly at the respective location, as well as the transportation of the damaged parts and replacement parts to the respective location and our personnel expenses. Should the supplier not fulfil his obligations in good time, we shall be entitled to have the defects and damages remedied by a third party at the supplier's expense. The period of limitation shall begin with delivery of an item free of defects. In the case of parts delivered later or parts repaired, the statutory period of limitation shall resume upon subsequent fulfilment.
   
   Should the use of the item delivered lead to the infringement of industrial property rights or copyrights, the supplier shall on principle, at his own expense, make arrangements for the purchaser to have the right to continue use or otherwise modify the item delivered in a manner reasonable to the purchaser, so that the intellectual property rights are no longer infringed. Should this not be possible on economically reasonable conditions or within a reasonable period of time, the purchaser shall be entitled to withdraw from the contract. On the conditions specified, the supplier shall also be entitled to withdraw from the contract. Furthermore, the supplier shall indemnify the purchaser against undisputed claims of the owner of the intellectual property right concerned, or claims which have been ascertained to be legally valid.
   
   
7. Assignment of claims
   The assignment of claims of the supplier against us is excluded to the extent permitted by law.
   
   
8. Official regulations
   The supplier shall guarantee that all regulations under public law which currently exist and apply to the items delivered shall be adhered to. Technical equipment within the meaning of Section 2 of the German Equipment Safety Act (Gerätesicherheitsgesetz / GSG) must be marked with the CE mark in accordance with the statutory requirements or be associated with a manufacturer’s declaration. Prescribed documentation, an EC Conformity Declaration and Instructions for Use in the German language shall form part of the scope of delivery. Should certification be prescribed, e.g. 3.1.B for steel plates, fittings, pipes and fixtures, the acceptance of goods shall only be carried out if the goods and certification are delivered together.
   
   
9. Technical documentation, confidentiality
   Plans and other technical equipment provided to the supplier shall remain our property and are to be returned to us following completion of the order, together with all copies. The content of all documentation, as well as all information which the supplier receives in connection with the execution of the order shall be kept confidential beyond the contract period.
   
   
10. Place of fulfilment, place of jurisdiction, applicable law
    The place of fulfilment shall be Maintal-Bishofsheim; the place of jurisdiction shall be Hanau. In the case of overseas transactions, the contract shall be subject to German Law to the exclusion of law agreed between countries, in particular the UN Convention on Contracts for the International Sale of Goods (CISG).