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

Preamble
These General Conditions are applicable as far as the contractual parties refer in their contract to these Terms and Conditions subject to any amendments of these conditions that the parties agree explicitly declared in writing.

Offer
The documentation included in the offer like figures, drawings, weights and measures shall be considered as rough data, unless explicitly declared as binding. The documentation that is part of the offer shall not be passed to any third party without our agreement. The offers shall not be considered as binding as long as the orders are not confirmed in writing on our part. Any conditions of purchase or alternative confirmations on the part of the purchaser shall not be binding for us, even if any disagreement is not expressed. A conclusion of contract shall only be considered as completed subject to our Terms of Sale.

Withdrawal
As far as for foreign shipment special licenses or authorizations are required, we reserve the right to withdraw from the contract, in case these licenses or authorizations are not issued within 3 months after application.

Terms of delivery
The mentioned terms are non-binding, unless an explicit firm deal is agreed. In case terms are agreed, these terms renew automatically also without notice of delay, if the delivery is delayed due to circumstances that we can’t directly influence. This is especially applicable in cases of delayed delivery caused by subsuppliers, operational breakdowns, defects, strikes, major force, due to missing assistance by the purchaser, and on default due to delayed issue of authorizations. We are neither responsible for those defaults that present obstacles that we can’t directly influence and that occur during already present default in delivery.

Liabilities
We are only obliged to pay for damages, if damages are caused by gross negligence or intention on our part or on behalf of an employee of our company assisting in the performance of obligation. This also applies on damages due to breach of duty on contract negotiations.

Price
Our prices are quoted, in the absence of other confirmed data, ex work, excluding tax, packaging and transport. The packaging is calculated at a cost price and is non-returnable. As far as no fixed prices are agreed, we reserve the right to quote the price valid at the date of the delivery. The minimum amount of order is EUR 250,-.

Payment
In the absence of an explicit agreement, invoices are net payable. On delivery of machinery and plants 1/3 of the amount according invoice is due for payment upon order, a 1/3 upon shipping advice and 1/3 upon delivery. Pay-ments are made in EURO and on costs and risks of the purchaser.

In case of default we are entitled to demand default interests at a rate of respectively 2% above the respective base rate of the German Federal Bank, however, at least 6% of interests. Incoming payments are respectively offset against the oldest debts.

The restraint of payments or the set-off of any counterclaims shall only be permissible if the restraint and set-off right is not denied or established as legally binding. Bills of exchanges are not accepted.

Delivery and transfer of perils
We determine the shipper or forwarder unless the purchaser passes explicit instructions. The purchaser pays the shipping charges. Insurances against damages or loss are only contracted on explicit request by the purchaser. With the handing over to the shipper or forwarder, however, at the latest with leaving our work, the risk goes over to the purchaser.

Delivered items shall be accepted by the purchaser even if defects or damages are shown, irrespective of the warranty terms and provisions.

In case the shipment is postponed on request of the purchaser, or is delayed due to circumstances that are not in the range of our responsibilities the risk goes over to the purchaser from the date of readiness for shipment.

Partial deliveries, overdelivery and underdelivery
We are entitled to partial deliveries. These deliveries are considered as separate deliveries as far as the payments and the claims are concerned. Partial deliveries are allowed up to 10% of the total delivery.

Reservation of proprietary rights
We reserve the proprietary rights of all delivery items until complete fulfillment of the responsibilities of the purchaser resulting from the business relation, contracts concluded at the same time or at a later date. This is particularly applicable when individual or all demands of the agent are included in one invoice. In case of default of payment, we are entitled to demand the granting of direct property of the items that are under reservation of proprietary rights. In the scope of the reservation of proprietary rights of current account the seller can demand the clearing of certain items from the reservation of proprietary rights if the continuance of the reservation of proprietary rights shall lead to a considerable excessive shear on our part.

The purchaser shall cede all demands to us including all ancillary rights that arise from the resale. The purchaser is still authorized to enforce the claims. We are likewise entitled to reveal the assignation and to automatically collect the outstanding debts if the purchaser shall not duly fulfill the obligation of payment. In case foreign law is applicable, the purchaser is obliged to manage all operations that are necessary for the arrangement, statement or maintenance of the reservation of proprietary rights and to set on our request an agreement in writing regarding the reservation of proprietary rights and if required to register the reservation of proprietary rights at the respective authorities, notaries or courts.

Warranties
We guarantee that the delivered items are free of defects on transfer of perils according to their value or efficiency as far as their intended purpose or purpose according contract requires. The warranty period is 6 months. In the first instance, the warranty shall be limited on the claim of rectification of defects and on the supply of spare parts. However, in case the rectification of defects or the provision of spare parts fails, the purchaser is entitled to assert an amendment or reduction of the contract of purchase. The purchaser is responsible to immediately examine and to notify the non-conformity according to §§ 377, 378 HGB of the German Commercial Code. For considerable third-party works our liability shall be limited on the assignation of the liability claims to which we are entitled against the supplier of the third-party works.

In the scope of commercial business, we bear the costs for the rectification of the defects and the supply of spare parts for the replacement, including costs whenever reasonable for dispatch and also for mounting and demounting if not carried out on our part on request. Tertiary demands by the purchaser are excluded as far as legally allowed.

Impossibility, inability, withdrawal
In case of the objective and subjective impossibility to carry out the order, the rights of the purchaser are regulated by the legal requirements, however, provided that only the withdrawal from the contract can be asserted. The assertion of claims for damages even according to the German Civil Code § 326 BGB, is restricted also at this on cases of intention and gross negligence.

Default of acceptance, damage equity
In case of default of acceptance on the part of the purchaser we are entitled to withdraw from the contract after the expiration of an appropriate term set on our part, or to claim for damages due to non-fulfillment. For all cases of claims for damages on our part we are entitled to claim, irrespective of the law, a 15% higher damage on the sales price as a grant of compensation. This shall not restrict the purchaser to demonstrate that no damage was caused or that the damage was lower than the claimed amount.

Place of execution, place of jurisdiction
The place of execution for all contractual obligations, especially as far as the obligation of refund is concerned, is Wertheim, Germany.

All disputes between the parties shall be resolved by the competent court of Wertheim, Germany. However, we are also entitled to conduct a lawsuit at the competent court responsible for the registered office of the purchaser.

Legal order
German law is exclusively applicable for all deliveries and services. The application of laws for the international purchase of movable objects and for the conclusion of international contracts of purchase for movable objects is excluded.

Severability Clause
If any provision of this contract shall be or become invalid, the validity of the other provisions shall remain in full force and effect. The invalid clause shall be substituted for a valid one that achieves to the greatest extent possible the legal and commercial objectives of the invalid clause.