Conditions of Purchase FISCHER GmbH & Co. KG Lagertechnik + Regalsysteme, Stutensee

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Jeffery McBride
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1 Conditions of Purchase FISCHER GmbH & Co. KG Lagertechnik + Regalsysteme, Stutensee 1. General 1.1. We only conduct purchases in accordance with the following conditions. Deviating conditions on the part of the contract partner (hereafter: seller) are only valid insofar as they agree with our conditions or we have expressly agreed to their validity in writing. With reference to his terms and conditions and conditions of sale, counter confirmations of the seller are hereby rejected. Our conditions of purchase apply even if we unconditionally accept delivery with knowledge of conditions which conflict or deviate from our conditions of purchase Our conditions of purchase also apply to all future contracts with the seller All agreements between us and the seller for the purpose of executing the contract must be made in writing These conditions only apply to companies in the sense of Section 310 no. 1 of the German Civil Code (BGB). 2. Tender, tender documentation, conclusion of contract 2.1. Tenders from the seller are free of charge and non-binding Our employees are not authorised to make verbal ancillary agreements beyond the scope of the written contract The seller must confirm every order immediately by indicating the binding price and binding delivery time We are entitled to refuse the order until acceptance of the delivery from the seller. Call offs become binding if the seller does not object within a week at the latest after receipt We shall retain the property rights and copyrights for all images, diagrams, calculations and other documents; they may only be used for processing our order and may only be made available to third parties with our express written consent. They must be automatically returned to us upon completion of the order. 3. Delivery and delivery delay 3.1. The contractually agreed delivery date is binding; precise compliance with delivery deadlines is expected. The seller cannot fault strikes or lockouts in case of delivery problems, irrespective of whether they are within his own company or that of one of his suppliers. The seller may only assert the absence of documents that we must supply if he has demanded the documents in writing and has not received them within a reasonable time Further claims notwithstanding we are entitled to immediately specify a reasonable extension in such cases and in cases of delay to delivery or performance due to force majeure. After the fruitless lapse of the extension, we may withdraw from the unfulfilled part of the contract The decisive factor for compliance with a delivery date or delivery deadline is our receipt of the goods. For delivery "ex works", the seller must deliver the goods whilst taking into account the required time for loading and transport. - Page 1 -

2 3.4. In the event of delayed delivery or performance we are entitled to legal claims. The seller is responsible for wilful intent and negligence of any kind. A limitation or relief of liability is not agreed. Acceptance of a late delivery does not constitute a waiver to claims for damages The seller is not entitled to partial performances. Any condition to the contrary shall only apply if we have agreed to a partial performance in writing If a seller expects that an agreed delivery deadline will not be met, he must notify us immediately of the cause and expected duration of the delay. There shall be no default in the event we subsequently agree in writing to a timeout. In such cases, the original delivery deadlines and dates as agreed shall be substituted with the newly agreed dates and deadlines; incidentally, all legal consequences outlined in these conditions of purchase apply In cases of delayed delivery, the seller is obligated to pay a contract penalty in the amount of 0.3% of the delivery value per business day, however, no more than 5% of the delivery value; additional legal claims (especially withdrawal and compensation for damages) shall be reserved If deliveries are made earlier than agreed, we reserve the right of return at the cost of the seller. If premature deliveries are not returned, the goods will be stored at the cost and risk of the seller until the agreed delivery time. 4. Shipment and passing of risk 4.1. The seller bears the risk of transport. This also applies if we request to postpone shipment Unless otherwise agreed, the transport of goods occurs at the expense of the seller. If the shipment and/or transport of goods occurs on an individual basis at our expense, we reserve the right to determine the type of packaging and/or the shipping method. If we do not exercise this right, the seller shall choose the most economical solution available for packaging and/or shipment Shipping documents such as delivery notes and packaging slips are to be included with shipments. The purchase numbers and labels specified in the order must be indicated in all documents. The seller must send us a shipping advice and bill of sale (two copies) on the date of shipment at the latest. If we are not in possession of the duly prepared shipping documents when the delivery item is received or if our order numbers are not correctly stated in the shipping documents, all additional costs and delays thereby incurred will be borne by the seller. In such cases, we are also entitled to refuse acceptance of the delivery at the supplier's expense Upon our request, the seller is obligated to retrieve transport and secondary packaging from our place of business in Stutensee within normal operating hours. If the seller defaults on the fulfilment of this obligation, he is responsible for compensating us for any additional disposal costs incurred. 5. Obligations to perform, inspections and liability for defects 5.1. The seller must comply with recognised codes of practice, relevant safety regulations and the agreed technical standards and data for fulfilling deliveries The seller guarantees that the goods he delivers comply with the legal provisions of the respective country where the goods are delivered and sold as intended in terms of composition, quality, packaging, declaration and goods specification. - Page 2 -

3 5.3. If the delivery contract is based on a sample provided by the seller and is one which we have inspected and accepted, then the type and quality of goods delivered and partially delivered by the seller must match the sample (purchase after sample) The seller waives his right to the assumption of approval in Section 377 (2) of the German Commercial Code (HGB), insofar as the defect to be notified is not evident. We have an unlimited right to reject surplus goods. All costs arising from a surplus delivery shall be borne by the seller The seller waives the plea that defects remained unknown to us due to gross negligence (Section 442(1) p. 2 of the German Civil Code (BGB)) If we have notified the seller of a defect or sent the notification to him before the statutory or contractual claims for defects have been barred by the statute of limitation, then we may also refuse payment of the purchase price upon completion of the statute of limitation, insofar as we are entitled on the basis of the vested defect rights The statute of limitation is 36 months, calculated from the passing of risk, insofar as according to law a longer statute of limitation does not apply. 6. Declaration of original characteristics 6.1. If the seller submits declarations regarding the original characteristics of the goods, he is obligated to facilitate the inspection of the certificates of origin through the customs administration as well as issue the necessary information and produce any confirmations that may be required The contracting partner is obligated to offset the damages incurred as a result of the declared origin not being recognized by the competent authority due to a lack of documentary evidence or inability to check. 7. Supplied materials Materials that we supply for the purpose of production and/or processing/prefabrication remain our property irrespective of the type and scope of the service of the seller, who will store these for us free of charge. 8. Legal consequences of contract infringements 8.1. In case of non-compliance with fixed dates, warranted attributes and guarantees, and in case of irremediable defects of title, we shall be entitled to withdraw from the contract and claim damages at 5% of the delivery price. Our right to seek compensation for greater damage remains unaffected. This also applies if only parts of the deliveries have material defects or defects of title Outside of essential contractual obligations we are not liable for slight negligence. We shall be liable for the gross negligence of vicarious agents only to the extent of typically foreseeable damage. Further claims for damages are excluded The seller is liable in accordance with legal provisions. Liability limitations are expressly objected. 9. Invoicing and payment terms 9.1. Invoices shall be delivered separately from the shipment of goods in three copies with indication of the purchase and order numbers. The seller is responsible for delays that may result from non-compliance with these instructions. - Page 3 -

4 9.2. Unless otherwise agreed, payments for invoices received between the 1st and 15th of the month and between the 16th and the end of the month will occur on the 30th and 15th of the calendar month, respectively, with a 3% discount. The payment terms of the seller shall apply if they are more favourable Payment periods start from the receipt of invoice, however, not before the receipt of goods, or in the case of services before their acceptance, and, insofar as accompanying documentation, test certificates (e.g. inspection documents) or similar documents are part of the scope of service, not before their contractual transfer to us The timeliness of payments depends on the completion of payment processes on our end and not the receipt of payment by the seller. 10. Offset, transfer and right of retention 10.1 We are entitled to offset each counterclaim against claims of the seller Offset with counterclaims through the seller is excluded unless the claims are undisputed or stated as legally binding The seller is only authorised to the right of retention insofar as his counterclaim is based on the same contractual relationship The transfer of a claim against us to a third party is excluded, unless we have expressly agreed in writing. 11. Prices - price increases The price shown in the order is binding Unless otherwise shown, the statutory value-added tax is included in the price Price increases after conclusion of the contract are excluded. 12. Trade mark rights The seller guarantees that the goods are free of third-party rights, particularly that the goods are neither subject to third-party property rights nor domestic or foreign trade mark rights that we would be violating through delivery to us or through the resale of goods In the case that third parties assert such rights to the goods the seller shall be obligated without prejudice to further rights on our part to promptly clarify the validity of the asserted claims in cooperation with us If claims are asserted against us by a third party due to such infringement, the seller shall be obligated to indemnify us from these claims upon first request; we are not entitled to conclude any agreements with the third party in particular to make a compromise without the consent of the seller The duty of the seller to indemnify shall refer to all expenses we sustain arising from, or in connection with, the assertion of third party rights The statute of limitation is ten years, starting from the day of the conclusion of contract. - Page 4 -

5 13. Supplemental provisions for the purchase of machines and systems If deliveries include machinery or equipment, the scope of supply must include the following certificates of conformity with EC machinery directives and manufacturer's declarations: - Machinery Directive 2006/42/EC - EMC Directive 2004/108/EC - Low Voltage Directive 2006/95/EC In each case, the version valid at the point in time of the delivery must be supplied Certificates of conformity, manufacturer's declarations and instructions for proper operation of the aggregate are to be included in the delivered documentation Machinery and equipment must be suitable for 3-shift operation without restrictions The seller is obligated to ensure the availability of the components required for the operation of machinery and equipment for a period of ten years. If this is unreasonable to the seller, he can fulfil this obligation by naming suitable suppliers who are able to ensure the availability of components. 14. Self-execution of the order The seller is obligated to execute the order on their own premises. Transfer of the order to a third party is only permissible with prior written approval. 15. Deviating agreements Agreements that deviate from our general conditions of purchase are only valid with our express written confirmation. We only obligate ourselves to deviating agreements, particularly inconsistent conditions of the seller, if we have expressly recognized them. This also applies if inconsistent conditions or a possible order confirmation of the seller are attached to the tender or named here. 16. Jurisdiction, place of fulfilment, choice of law Insofar as the seller is a merchant in the sense of the German Commercial Code, Mannheim is the exclusive jurisdiction for all disputes resulting directly or indirectly from the contractual relationship Unless otherwise stipulated in the order, our place of fulfilment is Stutensee For these conditions as well as all legal relationships between us and the seller, the law of the Federal Republic of Germany shall apply under exclusion of international civil law and the UN Convention on Contracts for the International Sale of Goods (CISG). 17. Final provisions All provisions contained in these general conditions of purchase are divisible and considered separately from the other provisions, if one or more provisions are ineffective or unenforceable. Should one of the above provisions become ineffective or not become a contractual component, the effectiveness of the remaining provisions shall not be affected thereby. In such a case, the contracting parties agree to conduct negotiations with the aim of replacing the ineffective provision with a provision which comes as close as possible to achieving the economic purpose intended by the parties. Version: 07/ Page 5 -

General Conditions of Purchase

General Conditions of Purchase This translation is provided for your convenience. In the event of any discrepancy between the German original and English translation, the provisions of the German original