General Terms of Purchase for the companies
Wilhelm König Maschinenbau GmbH and
König-mtm GmbH, Spanntechnik

1. Conclusion of contract
1.1 Orders, agreements and amendments are only binding when given or confirmed in writing by the purchaser.
The correspondence is hold with the ordering buying department. Agreements with other departments require, as far as contract amending arrangements are agreed, an express confirmation in writing on the part of the ordering buying department in form of a contract amendment.

The agent shall send the purchaser the order acceptance within 10 days. The agent’s delivery conditions shall only find application when explicitly confirmed in writing by the purchaser. The execution of the order includes the accep-tance of these Terms of Purchase. The agent shall keep the conclusion of contract in confidence. Only with the agreement in writing on the part of the purchaser the agent shall be allowed to name the purchaser as a reference to any third party. The required data for the processing of the business are automatically processed at the administration center of the Group companies.

2. Prices
The agreed prices are fixed prices and are quoted plus the respectively valid tax - free application site including packaging and freight costs. In case the price is agreed as “ex work” or “ex stock”, the purchaser shall only pay the lowest freight costs. The agent shall pay all costs that arise until the handing over to the shipper including loading and freight charge. With this form of pricing the agreement of the place of execution is not affected. The purchaser shall accept over or underdelivery.

3. Proofs of origin
The agent shall immediately provide all proofs of origin (e.g. supplier’s declaration, movement certificates according to EEC-EFTA regulations of origin) requested by the purchaser including all required data and duly signed.

4. Terms
In case the agent realizes that the agreed term is not met due to any reasons, the purchaser shall be immediately in-formed verbally and in writing. On default and consequently on missing delivery on the part of the agent, the purchaser can commission a third party to carry out the order on account of the agent after the expiration of an appropriately granted but fruitless respite. Furthermore, the purchaser shall be entitled to withdraw from the contract after the expiration of the appropriately set but fruitless respite.

5. Warranties
The delivery shall meet the purpose of use and the corresponding regulations given by the authorities and associations. The warranty period is 1 year from the date of delivery. The warranty period for spare parts and for articles of trade that are explicitly indicated as such in the contract, is 1 year from the date of operation start or delivery ending at the latest 18 months after delivery date. The purchaser shall analyze the delivery upon receipt according to the common practice of regular course of business and according to the nature and use of purpose. Delayed notices of defects shall be ignored by the agent. Defects on the delivery criticized during the warranty period, including absence of warranted characteristics, shall be immediately cleared on request by the agent – free of charge including additional charges. In case of impossibility or non-acceptance of rectified parts on the part of the purchaser, the agent shall substitute the deficient parts for a properly working parts exempt from charges.
In case the agent shall not fulfill his obligation of warranty, the purchaser shall carry out the required measures on costs of the agent irrespective of the agent’s obligation of warranty. On urgent cases, the agent shall be informed before accomplishing any measures. In case a rectification of the defect is not possible or unacceptable, the right to redhibitory action or reduction shall remain unaffected. The warranty claim prescribes 6 months after lodgment of notice of defects, however, at the earliest upon expiration of the warranty period.

6. Drafts and other documentation
Before the manufacturing is started, all drafts shall be reviewed with the purchaser. On accomplishing the order, the purchaser shall immediately receive all drafts according to the real design of the order including drawings, calcula-tions and all other technical data referring to the order in the requested number and completion. The agent is obliged to pass exempt from charges all proprietary rights of the documentation to the purchaser. The intellectual property shall remain unaffected. The purchaser or any third party shall be allowed to use these documents, exempt from charges, in order to carry out repairs and modifications or manufacturing of spare parts. The purchaser’s agreement to provide drafts, calculations and other technical data shall not affect the solely responsibility of delivery of the agent. This is also applicable on proposals and recommendations on the part of the purchaser and also for modifica-tions agreed between the agent and the purchaser as far as the agent shall not disagree in writing. All documents, devices, tools, models, etc. referring to the completion of the order that were passed to the agent shall remain property of the purchaser and shall solely be used for the agreed contract’s purposes and shall only be accessible for any third party regarding this respect. The purchaser reserves all proprietary rights of the drafts and methods developed according to his information.

7. Delivery specifications and shipping instructions
The indicated Terms of Delivery and Shipping shall be observed. All ingredients belonging to the category of banned chemicals are not allowed to be included in products, components, materials and operating supplies delivered to us and neither their release on application.

8. Payment
The purchaser shall pay within 14 days after delivery, on receipt of invoice including a discount of 3 %, or until the end of the following month after delivery or receipt of invoice. If the purchaser shall deliver an acceptance in payment, the note tax and an appropriate base rate shall be paid. Payments by the purchaser shall not imply the acceptance of the billing. The purchaser shall be entitled to set-off the outstanding debts that the agent assets against the purchaser with all outstanding debts that the purchaser might have against Wilhelm König Maschinenbau GmbH or any domestic companies that are directly or indirectly connected to Wilhelm König Maschinenbau GmbH. On request on the part of the agent, the purchaser shall precisely present the affiliated companies that are comprehended in this clause. With the purchaser’s agreement in writing, claims of the agent resulting from this contract shall be assigned to a third party. For assignations that result by virtue of a renewed reservation of property rights, the agreement shall be held as given in the first place.

9. Place of execution, place of jurisdiction, applicable law
The place of execution for deliveries and services is the application site, and for payments the site of the purchaser. The place of jurisdiction is the general competent court responsible for the purchaser’s site. However, the purchaser is entitled to sue the agent for damages also at the agent’s responsible general competent court. Additionally to these contract conditions, the privity of contract of domestic parties shall exclusively be governed by the applicable law of the Federal Republic of Germany.