General terms and conditions of sale, delivery and business

§ 1 General - Scope of application

(1) Our Terms and Conditions of Sale shall apply exclusively; we do not recognize any terms and conditions of the customer that conflict with or deviate from our Terms and Conditions of Sale unless we have expressly agreed to their validity in writing. Our Terms and Conditions of Sale shall also apply if we carry out the delivery to the customer without reservation in the knowledge that the customer's terms and conditions conflict with or deviate from our Terms and Conditions of Sale.

(2) All agreements made between us and the customer for the purpose of executing this contract are set out in writing in this contract.

(3) Our Terms and Conditions of Sale shall only apply to entrepreneurs within the meaning of Section 310 (1) BGB.

§ 2 Offer - Offer documents

(1) If the order is to be qualified as an offer in accordance with § 145 BGB, we can accept this within 2 weeks.

(2) We reserve ownership rights and copyrights to illustrations, drawings, calculations, samples, cost estimates and other documents or information of a physical or non-physical nature - including in electronic form. The customer requires our express written consent before passing them on to third parties.

§ 3 Payments - Terms of payment - Default of payment

(1) Unless otherwise agreed, the prices are ex works, but excluding packaging. This shall be invoiced separately. Value added tax at the respective statutory rate shall be added to the prices.

(2) In the absence of a special agreement, payment shall be made to us without any deduction à account, namely in the amount of a down payment of 50% after conclusion of the contract.

(3) In the absence of a special agreement, payment of the remaining full contract price shall be made to us concurrently against delivery of the goods ex works.

(4) The deduction of discounts requires a special written agreement.

(5) The customer shall only be entitled to withhold payments to the extent that his counterclaims are undisputed or have been legally established.

(6) The customer shall only be entitled to offset counterclaims from other legal relationships to the extent that they are undisputed or have been legally established.

(7) The customer shall only be entitled to offset counterclaims arising from this legal relationship to the extent that they are undisputed or have been legally established.

(8) The customer shall be in default of payment with regard to the outstanding contractual price if he does not pay for the contractual item (our service) within 10 days of notification that our service is ready for collection, against delivery of the transfer of ownership ex works concurrently with payment, § 286 Para. 2 No. 2 BGB.

(9) The occurrence of default in accordance with other statutory provisions shall remain unaffected by this.

§ 4 Delivery time

(1) The delivery time shall result from the agreements between the contracting parties. Our adherence to it presupposes that all commercial and technical questions between the contracting parties have been clarified and that the customer has fulfilled all obligations incumbent on him, such as the provision of the necessary official certificates or approvals or the making of down payments. If this is not the case, the delivery time shall be extended accordingly. This shall not apply if we are responsible for the delay.

(2) Compliance with the delivery time is subject to correct and timely delivery to us. We will inform you as soon as possible of any delays that become apparent.

(3) If the customer is in default of acceptance or culpably violates other obligations to cooperate, we shall be entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses. Further claims or rights are reserved.

(4) If the requirements of paragraph (3) are met, the risk of accidental loss or accidental deterioration of the contractual item shall pass to the customer at the point in time at which the customer is in default of acceptance or debtor's delay.

(5) If non-compliance with the delivery time is due to force majeure, labor disputes or other events beyond our control, the delivery time shall be extended accordingly. We shall inform the customer of the beginning and end of such circumstances as soon as possible.

(6) The customer may withdraw from the contract without setting a deadline if the entire performance becomes definitively impossible for us before the transfer of risk. The customer may also withdraw from the contract if, in the case of an order, the execution of part of the delivery becomes impossible and the customer has a justified interest in rejecting the partial delivery. If this is not the case, the customer must pay the contractual price for the partial delivery. The same applies if the supplier is unable to perform.
If the impossibility or inability to perform occurs during the delay in acceptance and the customer is solely or predominantly responsible for these circumstances, the customer remains obliged to provide consideration.

(7) If the customer sets us a reasonable deadline for performance after the due date - taking into account the statutory exceptions - and if the deadline is not met, the customer shall be entitled to withdraw from the contract within the framework of the statutory provisions. At our request, he undertakes to declare within a reasonable period of time whether he will exercise his right of withdrawal.

§ 5 Transfer of risk - packaging costs

(1) Unless otherwise stated in the contract, delivery "ex works" is agreed.

(2) Unpaid packaging materials must be returned by the customer at his own expense.

(3) If the customer so wishes, we shall take out transport insurance to cover a delivery which, unless otherwise agreed, is always made at the customer's expense and risk; the customer shall bear the additional costs incurred in this respect.

§ 6 Liability for defects

(1) Claims for defects on the part of the customer presuppose that the customer has properly fulfilled his obligations to inspect the goods and give notice of defects in accordance with § 377 HGB (German Commercial Code).

(2) Claims for defects shall not exist in the event of only insignificant deviation from the agreed quality or in the event of only insignificant impairment of usability.

(3) Within the scope of subsequent performance, we shall not be obliged to provide the services again or to re-manufacture the contractual item.

(4) The customer's request for rectification must be made in writing.

(5) In the event of justified notification of defects within the specified period, the goods shall be returned to our works free of charge by the customer and, at our discretion, repaired free of charge or replaced by faultless goods. This also applies to vehicles (self-propelled), trailers and containers.

(6) We shall be granted a period of at least 3 weeks for subsequent performance.

(7) If the rectification of defects fails, the customer shall be entitled to reduce the price or, at his discretion, to withdraw from the contract. If the service is to be rectified, the rectification shall be deemed to have failed at the earliest after the second unsuccessful attempt.
The customer's right to claim damages in accordance with these terms and conditions shall remain unaffected.

(8) The customer shall bear the expenses required for the purpose of rectification insofar as they are increased by the fact that the services or the contractual item are or have been taken to a place other than our works.

(9) Without prejudice to further claims on our part, in the event of an unjustified notice of defects, the customer shall reimburse us for the expenses incurred in inspecting and - if requested - rectifying the defect.

(10) We shall be liable in accordance with the statutory provisions if the customer asserts claims for damages based on intent or gross negligence, including intent or gross negligence on the part of our representatives or vicarious agents. Insofar as we are not accused of intentional breach of contract, the liability for damages shall be limited to the foreseeable, typically occurring damage.

(11) We shall be liable in accordance with the statutory provisions if we culpably breach a material contractual obligation; in this case too, however, liability for damages shall be limited to the foreseeable, typically occurring damage.

(12) Liability for culpable injury to life, limb or health remains unaffected; this also applies to mandatory liability under the Product Liability Act.

(13) Unless otherwise stipulated above, liability is excluded.

(14) The limitation period for claims for defects is 12 months, calculated from the transfer of risk.

§ 7 Joint and several liability

(1) Any further liability for damages other than that provided for in § 6 is excluded, regardless of the legal nature of the asserted claim. This applies in particular to claims for damages arising from culpa in contrahendo, other breaches of duty or tortious claims for compensation for property damage in accordance with § 823 BGB.

(2) The limitation according to paragraph (1) shall also apply if the customer demands compensation for useless expenses instead of a claim for damages.

(3) Insofar as our liability for damages is excluded or limited, this shall also apply with regard to the personal liability for damages of our employees, workers, staff, representatives and vicarious agents.

§ 8 Retention of title

(1) We reserve title to the purchased item until all payments arising from the contract have been received. If the customer acts in breach of contract, in particular in the event of default of payment, we shall be entitled to take back the purchased item. If we take back the purchased item, this shall constitute a withdrawal from the contract. After taking back the purchased item, we shall be authorized to sell it; the proceeds from the sale shall be set off against the customer's liabilities - less reasonable selling costs.
(2) The customer shall be obliged to treat the purchased item with care; in particular, he shall be obliged to insure it adequately at his own expense against fire, water and theft damage at replacement value. If maintenance and inspection work is required, the customer must carry this out in good time at his own expense.
(3) In the event of seizures or other interventions by third parties, the customer must inform us immediately in writing so that we can take legal action in accordance with § 771 ZPO (German Code of Civil Procedure). Insofar as the third party is not in a position to reimburse us for the judicial and extrajudicial costs of an action pursuant to § 771 ZPO, the customer shall be liable for the loss incurred by us.
(4) The customer shall be entitled to resell the purchased item in the ordinary course of business; however, he hereby assigns to us all claims in the amount of the final invoice amount (including VAT) of our claim which accrue to him from the resale against his customers or third parties. The customer shall remain authorized to collect this claim even after the assignment. Our authorization to collect the claim ourselves remains unaffected by this. However, we undertake not to collect the claim as long as the customer meets his payment obligations from the proceeds received, is not in default of payment and, in particular, no application for the opening of composition or insolvency proceedings has been filed and payments have not been suspended. If this is the case, however, we may demand that the customer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment.
(5) The customer shall also assign to us the claims to secure our claims against him which arise against a third party through the connection of the object of sale with a property.
(6) We undertake to release the securities to which we are entitled at the customer's request insofar as the realizable value of our securities exceeds the claims to be secured by more than 10%; we shall be responsible for selecting the securities to be released.

§ 9 Place of jurisdiction/place of performance

(1) The place of jurisdiction is our place of business; however, we are also entitled to sue the customer at the court of his place of residence.
(2) The law of the Federal Republic of Germany applies; the application of the UN Convention on Contracts for the International Sale of Goods is excluded.
(3) Unless otherwise stated in the order confirmation, our place of business is the place of performance.

ROKA Werk GmbH, Daimlerstraße 4, 35799 Merenberg

Merenberg, January 2019