General Terms and Conditions of Sale of abcr GmbH

Section 1 Scope of application, form

(1) Our offer is not directed at consumers as definedin section 13 of the German Civil Code (BGB), butrather at entrepreneurs (section 14 of the BGB), legalpersons governed by public law or public-law specialfunds. We offer our products to them – unless providedotherwise – only for further processing and researchpurposes. Unless provided otherwise, our productsmay not be used in an unprocessed form as additivesfor foodstuffs or feedstuffs; human or veterinarymedicinal products and cosmetics, nor for in vivodiagnostic purposes. We shall not enter into anycontracts with consumers as defined in section 13 ofthe BGB for products and services offered by us. As aresult, these General Terms and Conditions of Sale(GTCS) shall only apply if the buyer is an entrepreneur(section 14 of the BGB), a legal person governed bypublic law or a public-law special fund. These GTCSshall apply to all our business relationships with ourcustomers (“Buyers”).

(2) The GTCS especially applies to contracts for thesale and/or delivery of movable objects (“goods”),regardless of whether we manufacture the goods ourselvesor purchase them from suppliers (sections 433and 651 of the BGB). Unless provided otherwise, theGTC in the version valid at the time of the Buyer’sorder, or at any rate the version last communicated intext form, shall also apply as a framework agreementfor similar future contracts, without us being requiredto refer to them again in each individual case.

(3) Our GTCS shall apply exclusively. Any differing,conflicting or additional general terms and conditionsof the Buyer shall become part of the contract insofaras we have expressly agreed to their validity. Thisapproval requirement shall apply in every case, for instance,even if, knowing the GTC of the Buyer, wemake a delivery to it without reservation.

(4) Any individual agreements with the Buyer (includingsupplementary agreements, additions and amendments)shall in any case take precedence over theseGTC. Subject to evidence to the contrary, a written contractor our written confirmation shall be the authoritativeversion for the content of such agreements.

(5) Legally relevant declarations and notifications bythe Buyer in respect of the contract (e. g. setting deadlines,notification of defects, termination or reduction)shall be in written or text form (e. g. letter, email, telefax).Formal statutory requirements and supportingdocuments, in particular in cases of doubt as to thedeclarant’s identity, shall remain unaffected.

(6) References to the application of statutory provisionsare for clarification purposes only. Therefore,statutory provisions shall apply even without such aclarification, as long as they are not directly modifiedor expressly exempted in these GTCS.

Section 2 Conclusion of the Contract

(1) Our offers are subject to change and non-binding.This also applies if we have provided the Buyer withcatalogues, technical documentation (e. g. drawings,plans, calculations, references to DIN standards),other product descriptions or documents (also inelectronic form) to which we reserve ownershiprights and copyrights.

(2) The order of the goods by the Buyer shall bedeemed a binding contractual offer. Unless statedotherwise in the order, we are entitled to accept thiscontractual offer within 14 business days of receipt.

(3) Acceptance may be confirmed either in writing(e. g. by order confirmation) or by delivery of thegoods to the Buyer.

(4) Unless provided otherwise between us and theBuyer in individual cases, the Buyer is responsible forcomplying with statutory and administrative provisions,in particular relating to the import, transport,storage and use of the goods.

Section 3 Product information/product condition,guarantees

(1) Unless provided otherwise, the contractuallyagreed condition of the goods is exclusively derivedfrom our product specifications. A deviating contractualcondition or designated use that is stipulated in thecontract also does not arise from one of the “identifieduses” that are relevant for the goods concernedunder the REACH European chemicals regulation.

(2) Information regarding the condition and durabilityof the goods, as well as all other information, shallrepresent guarantees only if expressly agreed uponand referred to as such.

(3) Our product information and consulting servicesare provided to the best of our knowledge. All theinformation and services shall not exempt the Buyerfrom its obligation to examine and test the goodsitself and to check whether they are suitable for therespective purpose.

Section 4 Delivery deadline and delays

(1) The delivery deadline will be agreed on a caseby-case basis or stipulated by us when accepting theorder. If this is not the case, the delivery deadline isapproximately two weeks from the date the contractis concluded.

(2) If we are unable to meet binding delivery deadlinesfor reasons beyond our control (e. g. non-availability ofthe service), we will notify the Buyer immediately andindicate the estimated new delivery deadline at thattime. If delivery can also not be made by the newdeadline, we are entitled to terminate the contract inwhole or in part; we will immediately refund any paymentsalready made by the Buyer. Such unavailabilityof the service in this sense shall apply especially if oursuppliers are late in making their delivery, if we haveconcluded a congruent covering transaction, if neitherwe nor our suppliers are responsible, or if we are nototherwise obliged to procure the delivery in thisparticular instance.

(3) The occurrence of a delay in delivery is determinedin accordance with statutory provisions. In any case,the Buyer shall first issue a reminder.

(4) The Buyer’s rights pursuant to section 10 of theseGTCS and our statutory rights shall remain unaffected,particularly if the obligation to perform is excluded(e. g. due to the impossibility or unreasonableness ofthe service and/or subsequent performance).

Section 5 Delivery, transfer of risk, acceptance,default of acceptance

(1) Delivery is made ex stock, which is also the placeof execution of the delivery and any subsequentperformance. At the Buyer’s request and expense,the goods will be shipped to another destination (mailorder purchase). Unless provided otherwise, we areentitled to determine the type of shipment (in particular,the transport company, shipping route, packaging)ourself.

(2) The risk of accidental loss of and damage to thegoods shall pass over to the Buyer at the latest ondelivery. For sales shipments, the risk of accidentalloss of and damage to the goods and the risk of delayshall pass to the customer upon delivery of the goodsto the forwarder, carrier or any other person or institutioninstructed to perform the shipment to the Buyer.If an acceptance test is agreed, it shall be decisive forthe transfer of risk. Otherwise, statutory provisionsregarding service contracts shall be applicable to theagreed acceptance. The goods shall be deemed tohave been transferred or accepted, if the Buyer is indefault of acceptance.

(3) If the Buyer is in default of acceptance, fails to cooperate,or if the delivery is delayed for other reasonsfor which the Buyer is responsible, we are entitled todemand compensation for the resulting damage, includingadditional costs (e. g. storage costs).

Section 6 Force majeure

If incidents and circumstances beyond our control(e. g. natural disasters, war, industrial disputes, traffic orbusiness disruptions, official decrees) lead to a restrictionof the availability of the goods so that we can nolonger perform the contractual obligations, for the durationof the impairment and to the extent that we areaffected, we shall be released from our contractualobligations and are not obliged to procure the goodsfrom third parties. Sentence 1 shall also apply to theextent that the events and circumstances may causethe business concerned to be unprofitable for us. If theevents and circumstances last for longer than threemonths, we are entitled to terminate the contract.

Section 7 Prices and terms of payment

(1) Unless otherwise agreed in individual cases, ourprices valid at the time of concluding the contract shallapply, ex works, plus the statutory value-added tax.

(2) For a sales shipment (section 5 para. 1), the Buyershall bear transport expenses ex stock and the expensesof a possible cargo insurance desired by theBuyer. The Buyer shall bear all customs duties, fees,taxes and other public levies.

(3) Unless provided otherwise in a contract, the Buyershall pay us the agreed price no later than seven daysafter the delivery or provision of the service.

(4) Regardless of the place of delivery of the goods,the place of execution for Buyer’s payment liability isour registered office.

(5) The Buyer is only entitled to the rights of offset orretention to the extent that its claim has been establishedby a final judgement or is undisputed or if theclaim arises from the same contractual relationship.

(6) If it becomes apparent after the conclusion of thecontract (e. g. in case of default of payment or anapplication to initiate insolvency proceedings) that ourentitlement to the purchase price is at risk due to lackof solvency on the part of the Buyer, we are entitled inaccordance with statutory provisions to refuse performanceand – after possibly setting a deadline – toterminate the contract (section 321 of the BGB). Inthe case of contracts for the manufacture of specificobjects (customised production) we can immediatelyterminate the contract; statutory provisions on thedispensability of the deadline shall remain unaffected.We are also entitled to revoke agreed due dates andto make further deliveries conditional on the depositionof other securities.

Section 8 Retention of ownership

(1) In any case, we reserve ownership of the deliveredgoods until complete payment of the purchase price.

(2) If the Buyer has paid the purchase price for thedelivered goods, but has not completely paid off otherclaims resulting from the business relationship withus, we shall also retain ownership to the deliveredgoods until all claims are paid in full.

(3) The goods to which we retain ownership mayneither be pledged to third parties nor transferred asa security until the full payment of the secured claims.The Buyer must immediately inform us in writing, if anapplication to initiate insolvency proceedings is madeor if third parties exercise rights (e. g. seizures) overthe goods we own.

(4) In case of any behaviour of the Buyer that breachesthe contract, especially non-payment of the due purchaseprice, we are entitled to terminate the contractpursuant to statutory provisions or/and request thereturn of the goods on the basis of the retention ofownership. The request to return the goods does notat the same time contain the declaration of termination;we are rather entitled to only request the returnof the goods and reserve the right to termination.Should the Buyer not pay the due purchase price, wemay only exercise these rights if we have first unsuccessfullygiven the Buyer an adequate deadline tomake payment or such a deadline is unnecessaryaccording to statutory provisions.

(5) Until termination as set out in (5d) below, the Buyeris authorised to dispose of and/or process the goods towhich we retain ownership in the proper course ofbusiness, provided it performs its obligations resultingfrom the business relationship with us at the due date.In this case the following terms shall additionally apply.
(5a) The retention of ownership also extends to thefull value of the products created from processing ourgoods. In the case of processing of our deliveredgoods, we shall be regarded as the manufacturer anddirectly assume ownership of the newly-producedobjects. If processing occurs together with otherobjects, we shall directly assume co-ownership of thenew objects in proportion to the invoice value of thegoods delivered by us for the other objects.
(5b) The retention of ownership also extends to thefull value of the products resulting from combining ormixing our goods. If our delivered goods are combinedor mixed with an object of the Buyer in such a way thatthe object of the Buyer is to be deemed the mainobject, the Buyer shall transfer co-ownership of theprincipal item to us, namely in proportion to the invoicevalue of the goods delivered by us to the invoice valueof the main item or – in the absence of an invoicevalue – the market value. The Buyer shall safeguardthe resulting sole ownership or co-ownership for usfor no consideration.
(5c) The Buyer already assigns to us as a security allclaims from third parties arising from the resale of thegoods or products fully or to the extent of our possibleco-ownership share according to the previous paragraph.We hereby accept the assignment. The obligationsof the Buyer listed in para. 3 also apply in considerationof the assigned claims.
(5d) Apart from us, the Buyer remains authorised tocollect the debt. We hereby undertake not to collectthe debt, provided that the Buyer executes its paymentobligations toward us, that there is no lack ofsolvency, and that we are not asserting the retentionof ownership by exercising a right pursuant to para. 4.However, if this is the case, we can request that theBuyer inform us of the assigned claims and their debtors,provide all information necessary for collection,hand over the relevant documents, and inform thedebtors (third parties) of the assignment. We are alsoentitled, in this case, to revoke the Buyer’s permissionto dispose of and process the goods, to which weretain ownership.
(5e) If the realisable value of the securities exceedsour claims by more than 15%, we shall release ourchoice of securities at the Buyer’s request.

Section 9 Claims for defects of the Buyer

(1) Unless provided otherwise below, statutory provisionsshall apply to the rights of the Buyer in case ofmaterial and legal defects (including incorrect andshort delivery and improper assembly or defectiveassembly instructions). Statutory provisions for finaldelivery of the goods to a consumer (supplier’srecourse according to sections 478 and 479 of theBGB) shall remain unaffected in all cases.

(2) The Buyer’s claims for defects require that it hasperformed its statutory obligations of inspection andnotice (sections 377 and 381 of the German CommercialCode (HGB). Should a defect be noticed duringdelivery, inspection or at some later date, we shouldbe promptly notified of this in writing. The type andextent of the defects should be precisely described inthe notice. In any event, obvious defects shall bereported within seven working days from the date ofdelivery or, if the defect was not detectable on examination,shall be notified in writing within the sameperiod from the discovery of the defect. If the Buyerfails to carry out the proper inspection and/or notice ofdefects, our liability for the defect that is not notifiedor not promptly or not properly notified is exempted inaccordance with statutory provisions.

(3) If the delivered object is defective, we may initiallychoose to carry out a subsequent performance byremoving the defect (subsequent improvement) or todeliver an object free of defects (replacement delivery).Our right to refuse subsequent performance by virtueof statutory provisions remains unaffected.

(4) We are entitled to make the subsequent performancedue conditional on payment of the purchaseprice by the Buyer. However, the Buyer is entitled toretain an appropriate portion of the purchase price inproportion to the defect.

(5) The Buyer shall allow us the necessary time andopportunity to carry out the subsequent performanceand shall in particular deliver the defective goods inquestion for inspection purposes. In case of a replacementdelivery, the Buyer must return the defectiveobject to us according to statutory provisions. Thesubsequent performance does not include the disassemblyof the defective goods nor the reassembly, ifwe were not originally obliged to install them.

(6) We will bear any expenses necessary for the inspectionand subsequent performance, in particular,transport, travel, labour and material costs, if there isindeed a defect. Otherwise, we can require the Buyerto reimburse the costs arising from the unauthorisedrequests of removal of defects (in particular testingand transport costs), unless the lack of defectivenesscould not be recognised by the Buyer.

(7) If the subsequent performance fails or if a reasonabledeadline to be set by the Buyer for the subsequentperformance has expired unsuccessfully, theBuyer may terminate the contract of sale or reducethe purchase price. There shall, however, be no terminationright in the case of a minor defect.

(8) Claims from the Buyer for damages or reimbursementof unnecessary expenses incurred shall alsoonly be asserted in the case of defects according tosection 10 and are otherwise excluded.

Section 10 Other liability

(1) Unless required otherwise by these GTCS, includingthe following provisions, we assume liability incase of a breach of contractual and non-contractualaobligations according to statutory provisions.

(2) We are liable for damages – irrespective of their legalgrounds – in the context of faultbased liability in thecase of intent and gross negligence. In case of simplenegligence, we shall only be liable, subject to a morelenient standard of liability in accordance with statutoryprovisions (e. g. for diligence in our own affairs),
(2a) for damage arising from loss of life, limb or health,
(2b) for damage arising from the breach of a materialcontractual obligation (a material contractual obligationis an obligation, whose performance enables theproper execution of the contract in the first place andin whose execution the contracting party regularlyrelies on and may rely on); in this case, our liability ishowever limited to compensation for the foreseeable,typically occurring damage.

(3) The limitations of liability shall also apply to breachesof duty by or in favour of persons, for whose negligencewe are responsible in accordance with statutoryprovisions. They shall not apply if we have maliciouslyconcealed a defect or have assumed a guarantee forthe condition of the goods and to claims of the Buyerpursuant to the German Product Liability Act.

(4) The Buyer can only withdraw from or terminate thecontract for a breach of duty not relating to defects, ifwe are responsible for the breach of duty. A free terminationright of the Buyer (especially in accordancewith sections 651 and 649 of the BGB) is exempted.The statutory requirements and legal consequencesshall apply otherwise.

Section 11 Limitation

(1) Notwithstanding section 438 (1) para. 1 No. 3 ofthe BGB, the general limitation period for claims arisingfrom material and legal defects shall be one yearfrom delivery. If an acceptance is agreed, the limitationshall begin with the acceptance.

(2) Notwithstanding the shortened limitation accordingto para. 1, the statutory limitation periods shall apply
(2a) in case of liability due to intent,
(2b) in case of maliciously concealment of a defect,
(2c) for claims against us due to defects, if the productis a building or an object that has been used in accordancewith its customary application for a buildingand that caused its defectiveness,
(2d) for claims by reason of damage from loss of life,limb or health arising from a negligent breach of dutyby us or from an intentional or negligent breach ofduty by one of our legal representatives or agents,
(2e) for claims by reason of other damage arising froma grossly negligent breach of duty by us or an intentionalor grossly negligent breach of duty of one of ourlegal representatives or agents,
(2f) claims in accordance with the German ProductLiability Act.

Section 12 Special provisions for orders via ouronline shop

(1) The use of the online shop to initiate and processtransactions is possible and permitted only when theuser has previously registered and accepted the supplementaryterms and conditions of use of the onlineshop. The Buyer is obliged to provide truthful andcomplete information during the registration process.The Buyer should always keep its information on filecurrent. The online shop may only be used by therespective customer or authorised users.

(2) Our confirmation of receipt of the customer’sorder does not constitute an acceptance of the offerto buy.

(3) We reserve the right to minor deviations in theconditions of the ordered goods, particularly withregard to quantity and purity, provided that the deviationsare customary in the trade.

(4) The delivery times indicated in the online shop referto the date of shipment.

Section 13 Choice of law and place of jurisdiction

(1) The laws of the Federal Republic of Germany withthe express inclusion of the United Nations Conventionof 11 April 1980 on Contracts for the InternationalSale of Goods (CISG) shall apply to these GTCS andthe contractual relationship between us and the Buyer,irrespective of whether the Buyer is based in a (CISG)signatory State.

(2) If the Buyer is a merchant as defined in the GermanCommercial Code, a legal person governed by publiclaw or a public-law special fund, the exclusive internationalplace of jurisdiction for disputes resultingdirectly or indirectly from the contractual relationshipis our registered office. The same applies if the Buyeris an entrepreneur as defined in section 14 of theBGB. We are however entitled in all cases to bring anaction at the place of execution of the delivery obligationaccording to these GTCS or an overriding individualagreement or at the general place of jurisdiction ofthe Buyer. Overriding statutory provisions, especiallyregarding exclusive jurisdictions, remain unaffected.

Section 14 Language of the contract

If the text of these General Terms and Conditions isalso notified to the Buyer in a language other thanGerman, this shall only serve to facilitate understanding.In any case, the German text shall prevail and isexclusively valid.

Version: 01/04/2018

abcr GmbH domiciled in Karlsruhe
Commercial address of the registered office:Im Schlehert 10, 76187 Karlsruhe, Germany