General Terms and Conditions of Sale and Delivery

1. General Provisions

These General Terms and Conditions of Sale and Delivery shall apply to all deliveries to entrepreneurs, legal entities under public law, and special funds under public law.

Our General Terms and Conditions apply exclusively. Any conflicting terms and conditions of the Purchaser shall not apply.

Our offers are non-binding. We reserve the right to make changes due to technical progress or statutory requirements, as well as modifications to form, color, and/or weight, provided these are reasonable.

We reserve all ownership and intellectual property rights to cost estimates, drawings, and other documents. Such documents may not be made accessible to third parties without our prior consent and must be returned to us immediately upon request.

Our obligation to deliver is subject to correct and timely delivery by our own suppliers. This applies only in cases where we are not responsible for the non-delivery, in particular upon conclusion of a congruent covering transaction with our supplier. We will inform the Client immediately regarding the unavailability of the delivery item and, in the event of withdrawal, immediately reimburse any consideration already paid by the Client.

Partial deliveries are permitted to the extent they are reasonable for the Client.

2. Order Confirmation, Prices

The exclusive basis of the contract is our order confirmation or, if no such confirmation exists, the delivery note in conjunction with the invoice. Conflicting agreements require our written confirmation.

Prices for machines, tools, and contract work are ex works, excluding packaging, freight, postage, and insurance. Prices are net prices. Value-added tax (VAT) will be invoiced additionally at the legally applicable rate.

3. Payment

Unless otherwise agreed, payment is due as follows:

• For machines: Immediate net cash payment; 1/3 down payment upon receipt of the order confirmation, 1/3 upon notification of readiness for shipment, and the remaining balance within one month thereafter.

• For tools: Within 14 days with a 2% discount, or within 30 days net.

• For contract work: Within 14 days net.

  Upon the due date, the Client shall be in default without any further declaration by the Contractor, provided payment has not been received.

  The Client is not entitled to assert claims or rights due to defects if due payments have not been made or if the due amount (including any payments already made) is not in reasonable proportion to the value of the defective performance.

  Payments are to be made in cash or by bank transfer.

  In the event of default, we are entitled to charge interest at a rate of 9 percentage points above the respective base interest rate. The Client is permitted to provide evidence that a lower loss was incurred by the Contractor; the Contractor is permitted to prove higher damages.

  The Client may only offset claims that are undisputed or legally established.

4. Delivery Time, Default

Delivery deadlines are binding only if expressly confirmed in writing by us.

Compliance with delivery deadlines is subject to the timely receipt of all documents to be provided by the Client, necessary approvals and releases—particularly plans—and the Client’s adherence to agreed payment terms and other obligations. If these conditions are not met in time, deadlines shall be extended appropriately; this does not apply if we are responsible for the delay.

A delivery deadline is met if notification of readiness for shipment is provided or the delivery item has left the factory before the deadline expires.

If non-compliance with deadlines is due to force majeure (e.g., mobilization, war, riot) or similar events (e.g., strike, lockout), deadlines shall be extended appropriately.

If we are in default of delivery, the Client may—provided they substantiate that they have incurred damages—claim compensation for each completed week of delay of 0.5% each, up to a maximum of 5% of the price of the part of the delivery affected by the delay.

Any claims for damages by the Client due to delayed delivery or instead of performance exceeding the limits specified in clause 4.5 are excluded in all cases of delayed delivery, even after the expiry of any grace period set for us. This does not apply in cases of intent, gross negligence, or injury to life, body, or health where liability is mandatory. The Client may only withdraw from the contract within the scope of legal provisions if we are responsible for the delay. These provisions do not imply a shift in the burden of proof to the disadvantage of the Client.

Upon our request, the Client is obliged to declare within a reasonable period whether they intend to withdraw from the contract due to the delay or insist on delivery.

If shipment or delivery is delayed at the Client’s request by more than one month after notification of readiness for shipment, the Client may be charged storage fees of 0.5% of the price of the goods for each month commenced, up to a maximum of 5% in total. The parties reserve the right to prove higher or lower storage costs.

5. Cancellation Costs

If the Client withdraws from an order without authorization or if the contract is not performed for reasons for which the Client is responsible, we may demand 10% of the agreed remuneration as flat-rate damages, without prejudice to the possibility of claiming higher actual damages.

The Client reserves the right to prove that no damage occurred or that it is significantly lower than the flat rate.

6. Warranty

Claims for defects do not exist in the case of only insignificant deviations from the agreed quality and/or only insignificant impairment of usability.

For defects in the delivery items, we shall initially provide warranty at our discretion through repair or replacement.

If supplementary performance fails, the Client may, at their discretion, demand a reduction of the remuneration (price reduction) or cancellation of the contract (withdrawal). In the case of only minor breaches of contract, particularly minor defects, the Client has no right of withdrawal.

Obvious defects must be notified in writing within two weeks of receipt of the goods. Otherwise, the assertion of warranty claims is excluded. Timely dispatch is sufficient to meet the deadline. The Client bears the full burden of proof for all claim requirements, particularly for the defect itself, the time of discovery, and the timeliness of the notification.

If the Client chooses to withdraw from the contract due to a legal or material defect after failed supplementary performance, they are not entitled to additional claims for damages regarding the defect.

Only our product description is considered agreed as the quality of the goods. Public statements, recommendations, or advertising do not represent a contractual description of quality. Information in data sheets, brochures, and other advertising material serves only as a guideline and becomes part of the contract only if we have explicitly agreed to this in writing.

If the Client receives defective installation instructions, we are only obligated to provide defect-free instructions, and only if the defect in the instructions prevents proper installation.

Statements regarding quality and durability are only considered guarantees if explicitly designated as such. The same applies to the assumption of a procurement risk.

7. Limitation of Liability

In cases of intent or gross negligence, as well as culpable injury to life, body, or health, we are liable for all resulting damages without limitation, unless otherwise provided by law.

In the case of gross negligence by non-executive employees, our liability for material and financial losses is limited to the foreseeable damage typical for the contract.

In the case of slight negligence, we are liable for material and financial losses only in the event of a breach of essential contractual obligations. Our liability is limited to the foreseeable damage typical for the contract.

Any liability for damages beyond that regulated in sections 1 to 3 above is excluded—regardless of the legal nature of the claim. This applies in particular to tortious acts pursuant to §§ 823, 831 BGB (German Civil Code); any mandatory liability under the German Product Liability Act remains unaffected.

8. Statute of Limitations

The limitation period for claims and rights due to defects is 1 year from delivery. This does not apply in cases under § 438 para. 1 no. 1, § 438 para. 1 no. 2, and § 479 para. 1 of the German Civil Code (BGB). The claims mentioned in the preceding sentence are subject to a limitation period of 3 years.

The limitation periods under paragraph 1 above also apply to all claims for damages against the Contractor connected with the defect, regardless of the legal basis. Insofar as claims for damages against the Contractor exist that are not connected to a defect, the limitation period in paragraph 1, sentence 1 applies.

The above limitation periods do not apply: a) in case of intent, b) if the Contractor fraudulently concealed the defect (in which case the statutory limitation periods apply), c) in cases of injury to life, body, health, or liberty, claims under the Product Liability Act, or gross negligence or breach of essential contractual obligations. In these cases, statutory limitation periods apply.

9. Retention of Title

We retain ownership of the goods delivered until all claims from an ongoing business relationship have been settled. If the value of all security rights exceeds the amount of all secured claims by more than 20%, we will release a corresponding part of the security rights at the Client’s request.

The Client is obliged to treat the goods with care. If maintenance and inspection work are required, the Client must perform these regularly at their own expense.

The Client must inform us immediately of any third-party access to the goods, e.g., in the case of seizure, as well as any damage or destruction of the goods. A change of possession of the goods as well as a change of address or registered office must be reported to us immediately.

In the event of breach of contract by the Client, particularly payment default or breach of duties under clauses 2 and 3, we are entitled to withdraw from the contract and demand the return of the goods.

The Client is entitled to resell the goods in the ordinary course of business. The Client hereby assigns to us all claims in the amount of the invoice total arising from such resale against a third party. We accept the assignment.

Any processing or transformation of the goods by the Client shall be done in our name and on our behalf. If processed with items not belonging to us, we acquire co-ownership of the new object in proportion to the value of our goods to the other processed items. The same applies if the goods are mixed with other items not belonging to us.

10. Final Provisions

The law of the Federal Republic of Germany applies exclusively, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

The exclusive place of jurisdiction for all disputes arising from this contract is our place of business. This also applies if the Client has no general place of jurisdiction in Germany or if their domicile or habitual residence is unknown at the time the action is filed. We are, however, also entitled to bring an action at the Client’s place of business.

Version: December 2010

Henninger GmbH u. Co. KG

Humboldtstraße 20

75334 Straubenhardt

Phone: +49 70 82 92 41 – 0

E-Mail: info@henningerkg.de

Website: www.henningerkg.de