General conditions of purchase

MKN Maschinenfabrik Kurt Neubauer GmbH & Co. KG
 

I. Conclusion of contract

The following terms and conditions of purchase shall apply exclusively to our orders and contracts of any kind. Deviating terms and conditions of business of our contractual partners shall only become part of the contract if and to the extent that they are expressly recognized by us in writing.

II. Orders

Orders and their changes are always made in writing using our order form, which must be legally signed. If orders or agreements are made verbally, they require our written confirmation to be legally valid.

III. Order confirmation

Any confirmation shall be made using the order copy as an order confirmation by no later than the 10th day following the date of the order. Working day following the date of the order. Should the confirmation reach us later, we are free to withdraw from the order without incurring any obligations. Otherwise, our order shall be deemed to have been accepted without reservation under our terms and conditions.

IV. Deliveries

The agreed date shall be deemed the date of receipt at our Wolfenbüttel plant. The supplier shall be liable for all damages incurred by us as a result of a delay in delivery. If a delay is expected due to force majeure, we must be informed immediately. Events of force majeure shall entitle us to withdraw from our acceptance obligations in whole or in part without the supplier being entitled to any compensation claims as a result. In the event of a delay in delivery, we shall be entitled to claim liquidated damages for delay in the amount of 7.5% of the delivery value per completed week, but not more than 10% of the total delivery value. Deliveries shall in principle be made free our factory in Wolfenbüttel. This means in particular that all ancillary costs for insurance, taxes, customs, packaging and other charges are to be borne by the supplier. The supplier bears the risk for the delivery until receipt by our goods acceptance. Excess or short deliveries compared to the order quantity are not permitted; we are not obligated to accept them. Returns of packaging material and empties shall be at the supplier's expense.

V. Receiving inspection, notice of defects and warranty

The notice of defect regarding the type, quantity and quality of the delivered goods shall be deemed to have been given in due time if it is given immediately after the defect has been reliably detected, irrespective of whether the goods have already been processed or used. We are not obliged to examine the goods immediately. The objection of delayed notification of defects, as well as unconditional acceptance is excluded. The supplier expressly warrants the agreed qualitative and decisive properties as well as the full functionality of the delivered goods and as corresponding to the latest state of the art. The above warranty liability shall apply for a period of one year from the date of commissioning of the end product manufactured and delivered by us. In the event of defective delivery, the supplier shall, at our discretion, either provide a replacement free of charge, grant a price reduction or remedy the defects free of charge. In urgent cases, we are entitled - after prior notification of the supplier - to remedy the defects ourselves or to have them remedied by third parties at the supplier's expense. The supplier shall be liable for replacement deliveries and rectifications to the same extent as for the original delivery. Return of the rejected goods shall be at the expense and risk of the supplier.

Vl. Pattern

In the case of orders based on samples, the supplier must confirm that the goods are also usable in continuous operation. In the event that the outturn samples are not satisfactory or are not submitted on time, we shall have the right to withdraw from the contract without the supplier incurring any claims against us - of whatever nature and for whatever reason.

Vll. payment terms

Unless otherwise agreed, payment shall be made 14 days after delivery and receipt of invoice with a 3% discount or after 60 days net. The assignment of claims against us by the supplier to third parties is excluded. In the event of a defect covered by warranty, we shall be entitled to withhold a reasonable part of the payment until the defect has been duly remedied

to hold back. If we have made a down payment, the right of ownership of the ordered goods shall pass to us upon commencement of their manufacture. At the time of completion, we acquire immediate title to the entire goods. The handover shall be replaced by the agreement that the goods shall remain in the possession of the supplier until the specified delivery date and shall be kept exclusively for us.

Vlll. Third party property rights

The supplier shall be expressly liable for ensuring that no domestic or foreign property rights are infringed by the use and resale of the goods delivered by him. The supplier undertakes to keep all details of our order, e.g. quantities, technical design, conditions, etc., secret from third parties. Production equipment such as drawings, models, samples, tools, gauges and the like provided by us to the supplier or manufactured by the supplier himself according to our specifications may not be sold, pledged or otherwise passed on to third parties or used in any way for third parties without our consent. This includes the manufacture of products with these manufacturing means for third parties. Insofar as we pay the supplier for the whole or the majority of the means of production manufactured by him, he shall transfer ownership of this item to us. The handover is replaced by the agreement of a loan relationship. The supplier shall not be entitled to a right of retention to these means of production owned by us.

IX. Produkthaftung

If claims are asserted against us on the basis of manufacturer's liability due to a defect in the item delivered by the supplier, the supplier shall indemnify us against the manufacturer's liability resulting from the defect.

X. General information

We shall not be liable for property of the supplier which is lost, damaged or destroyed on our factory premises without our proven fault. The same shall apply to the property of third parties used by the Supplier to fulfill its contractual obligations. The supplier undertakes to indemnify us against corresponding claims of third parties. Our orders are exclusively subject to the law of the Federal Republic of Germany. For contractual relationships that are subject to international private law, the validity of the following shall apply exclusively and in full

german law in accordance with Article 27 of the Introductory Act to the German Civil Code (EGBGB). Should any provision of these Terms and Conditions of Purchase be or become invalid, the validity of the remaining provisions shall not be affected. The invalid provision shall then be deemed to be replaced by a provision that is equivalent to it in terms of economic success. The place of performance for our payments is Wolfenbüttel. If the purchaser is a registered trader, the place of jurisdiction is our place of business in Wolfenbüttel. However, we are also entitled to sue the supplier at his place of residence and business.

Wolfenbüttel, 16.11.2000.