I. Scope of Delivery and Services

1. The written mutual declarations of both parties shall prevail for the scope of delivery and services. Should a contract have been concluded without there being such mutual declarations, our terms of delivery and payment shall apply exclusively.
2. Protective equipment shall be provided in as far as this is legally required or has been expressly agreed upon.
3. The provisions of the German Association for Electrical, Electronic & Information Technologies shall apply for the entire scope of delivery and services in as far as they are considered suitable for the safety regarding the scope of delivery or services. Deviations are permitted if the same level of safety is ensured by some other means.
4. The seller shall reserve unlimited property and proprietary rights of usage regarding cost estimates, drawings and other documents; they may only be made available to third parties subject to the prior consent of the seller. Any drawings or other documents belonging to offers are to be returned immediately on demand should the order not be placed with the tenderer. The clauses 1 and 2 shall apply correspondingly for documents of the buyer; these may, however, be made available to such third parties to whom the seller has permissibly assigned certain supplies or services.
5. Supplementary agreements shall only be valid if they have been confirmed in writing.

II. Prices and Terms of Payment

1. In case of delivery ex works the prices shall exclude packing.
2. Payments are to be effected ex paying agent of seller.
3. Unless a different method of payment has been agreed, the invoice amount is due 14 days strictly net on issuance of the invoice irrespective of any notification of defect. A cash discount of 2 per cent shall be granted if cash payments are made in advance, for cash on delivery and cash payments effected within 8 days. Instalment contracts are not regarded as cash payments. Repairs are payable strictly net cash.
4. Cheques and bills of acceptance are only discounted on account of payment, the latter only on the basis of special agreements. Costs for bills of exchange and discount charges according to the rates of private banks are to be borne by the buyer.
5. Payments shall only be considered to have been effected on the day on which the seller can freely dispose of the invoice amount without any loss on his part.
6. Withholding payments or offsetting payments against any counter claims on the part of the buyer shall not be admissible. Payments to employees or sales representatives shall only be valid if these persons are authorized to accept payments.
7. In case of delay of payment, interest on arrears shall be charged at the amount of 2 per cent above the bank rate of the clearing bank responsible for the headquarters of the seller, subject to reservation of assertion of claim against any further losses. There shall be no obligation on the part of the seller to effect any further deliveries derived from current contracts before the due invoice amounts including interest on arrears have been paid. Should the buyer be in arrears with the payment of an invoice, the terms of payment shall no longer apply and all of his liabilities shall become immediately due and the buyer shall be entitled to demand cash payment before delivery of the goods for all other outstanding deliveries. The same shall apply in case of the dishonouring of bills and cheques, cessation of payments, bankruptcy as well as request for a scheme of arrangement on the part of the buyer. Default of payment shall occur on the due date of the outstanding amount owed to the seller without the requirement of a reminder.

III. Quantity Delivered

It shall be considered agreed that the quantity delivered may exceed or fall below the agreed quantity by up to 10 per cent at the most.

IV. Call Orders

The period of validity of call orders shall be limited to a maximum of 12 months. On expiry of 12 months the remaining quantities shall be delivered automatically.

V. Reservation of Title

The goods shall remain the property of the seller until all claims against the buyer to which the seller is entitled in connection with this business relationship have been fulfilled. Prior to this any pledging or assignment as security is prohibited; resale is only permitted for resellers in the usual course of business on the condition that the reseller receives payment from his customers. Any costs arising from interventions shall be borne by the buyer. Should the value of all security rights to which the seller is entitled according to clause 1 exceed the amount of all secured claims by more than 20 per cent, the seller shall release an appropriate amount of the security rights at the request of the buyer.

VI. Time limit for Suppliers and Services

1. The written mutual declarations of both parties shall prevail with regard to the time limit for delivery and services. If no mutual declarations have been made, our terms of delivery and payment shall apply exclusively.
2. The time limit shall be deemed as kept:
a. In case of deliveries if the operational consignment has been dispatched or collected within the agreed time limit for delivery or time limit for performance. Should delivery be delayed for reasons for which the buyer is responsible, the term shall be deemed as kept on notification of readiness for dispatch within the agreed time limit.
b. This applies in case of delivery as soon as it is effected within the agreed time limit.
3. Should non-compliance with the time limit of delivery or performance be demonstrably caused by mobilization, war, revolt, strike, lockout or the occurrence of unforeseeable hindrances, the time limit shall be extended by a period of time considered reasonable.

VII. Passing of Risk

The risk shall be passed on to the buyer even if delivery carriage paid has been agreed upon:
a. In case of delivery without installation, if the operational consignment has been dispatched or collected. The utmost care shall be taken with packaging. The consignment shall be dispatched at the buyer’s discretion. By request and at the expense of the buyer the consignment shall be insured against breakage, loss during transport and damage due to fire.
b. Should dispatch, delivery at the request of the buyer or for any reasons for which he is responsible be delayed, the risk shall be passed on to the buyer for the duration of the delay. However, the seller shall be obliged to effect the required insurance at the buyer’s request and expense.

VIII. Acceptance

1. Delivered items are to be accepted by the buyer, including if they exhibit insignificant defects.
2. Partial deliveries are admissible.

IX. Liability for defects

The seller shall be liable for any defects, which can also mean if warranted characteristics are lacking, as follows:
1. A warranty period of 36 months shall be granted for all our products as from the date of delivery ex works (code in or on the equipment), provided destruction has not resulted from improper use. Where the warranty period for the equipment has expired for the above-mentioned reasons, a corresponding amount for repairs as well as shipping and handling shall be charged; freight forward deliveries shall be charged in full.
2. The business customer shall inspect the goods immediately upon receipt of the consignment with regard to completeness or defects.This inspection shall be carried out within one week of receipt of the goods at the latest. In case of any deviation notification of defect must be sent immediately. In case of concealed defects notification must made immediately upon their being detected, at the latest by the end of the warranty period.
3. The buyer shall be obliged to observe the contractual obligations incumbent upon him, especially the agreed terms of payment. In case of a notification of defect being asserted, payments on the part of the buyer may not be withheld.
4. The buyer shall grant the seller sufficient time and the opportunity to rectify the defects at his reasonable discretion. Should he refuse to grant sufficient time and opportunity, then the seller shall be exempt from his liability for defects.
5. If the seller allows the reasonable amount of additional time granted to pass without rectifying the defect, the buyer can demand rescission of the contract (redhibition) or a reduction of the remuneration (reduction).
6. The right on the part of the buyer to assert claims derived from defects shall in all cases be subject to a limitation period of 6 months beginning with notification of the defect. Should no agreement be reached within this period the seller and the buyer can mutually agree to extend this period of limitation.
7. Liability for defects shall not apply for normal wear and tear or for defects which have occurred after the passing of risk due to im proper or neglectful treatment, excessive use and other risks due to chemical, electrochemical or electrical effects that are not considered acceptable or proper according to the contract.
8. No liability shall be accepted on the part of the seller for the consequences resulting from improper adjustments or improper corrective maintenance work on the part of the buyer or any other third party.
9. The guaranteed period for carrying out rectifications shall be 3 months and 6 months for deliveries of spare parts or replacements. This shall be valid at least until the expiry of the original warranty period for the delivered item. The period for the liability for de fects shall be extended by the duration of the interruption of operation occurring due to any necessary rectifications, deliveries of spare parts or replacements for those items which can be operated for this purpose due to the interruption.
10. The provisions regarding warranty periods in clauses 1, 5 and 8 shall not apply if longer periods are compulsory by law.
11. Further claims on the part of the buyer against the seller and his agents shall be excluded, especially any claim for compensation for damages that did not occur in conjunction with the delivered item. This shall not apply, for instance, in the case of physical injuries or damage to privately used objects as defined by the product liability act or in cases of intention, gross negligence or the lack of warranted characteristics if they are subject to compulsory liability.
12. Clauses 1 to 10 shall apply accordingly for such claims on the part of the buyer regarding rectification, replacement or compensation arising from suggestions or consultation in connection with this contract or the breach of secondary contractual obligations.

X. Impossibility of performance, amendment of contract

1. If it is impossible for the seller or buyer to carry out the delivery or ser vice incumbent upon him, the general principle of law shall apply pursuant to the following: If the fault for the impossibility of performance can be attributed to the seller, the buyer is entitled to claim compensation. However, this claim for compensation on the part of the buyer shall be limited to 10 per cent of the value of that item of delivery or service that cannot be put into operation for the appropriate purpose due to the impossibility of performance. Claims for compensation on the part of the buyer which exceed the aforementioned limit of 10 per cent shall be excluded. This shall not apply if cases of intention or gross negligence are subject to compulsory liability. The right of the buyer to withdraw from the contract remains unaffected.
2. Should the economic significance or the contents of the delivery or services be changed or the operation of the seller affected to aconsiderable extent due to unforeseeable events according to V, clause 3, section 1, the contract shall be amended appropriately in as far as this corresponds to the principle of good faith. Should this not be economically justifiable, the seller shall have the right to withdraw from the contract. Should he wish to exercise this right of withdrawal, he shall be obliged to notify the buyer immediately on realization of the consequences of the event; this shall also apply even if an extension of the term of delivery has initially been agreed with the buyer.

XI. Other Claims for Compensation

Claims for compensation on the part of the buyer derived from breach of contract, breach of obligation during contract negotiations and from unauthorized action shall be excluded. This shall not apply, for instance, in the case of physical injuries or damage to privately used objects as defined by the product liability act or in cases of intention or gross negligence if they are subject to compulsory liability. This limitation of liability for the buyer shall apply accordingly.

XII. Design modifications

We reserve the right to make design modifications / technical alterations for the purpose of making technical advancements without obligation to provide replacements for previous designs or models.

XIII. Special Provisions

a. Before putting into service finished equipment subject to special requirements, e.g. with regard to the Federal Post Office etc., the buyer shall be obliged to undertake all measures to ensure these are observed. The seller cannot be made liable to recourse for culpable behaviour on the part of the buyer
b. Before putting into service, in particular imported equipment, the buyer shall be obliged to resell the equipment to the end user only if the goods comply with the provisions of the VDE (German Association for Electrical, Electronic & Information Technologies) or other German regulations. The seller shall not be able to be made liable to recourse if the buyer refrains from this inspection.

XIV. Place of Jurisdiction

The place of fulfilment and jurisdiction is Vechta. German law shall apply for the contractual relationships.

XV. Legal Validity of the Contract

In the event that individual clauses of this contract are found to be legally invalid, the remaining clauses shall remain valid.

Compro Electronic GmbH, Germany
(Rights reserved to change specifications without prior notice)