General Terms and Conditions

§1 Scope of application

1. these terms and conditions do not apply to contracts with consumers. 2. otherwise, these terms and conditions shall apply exclusively, unless otherwise agreed in writing. Conflicting or deviating conditions of the customer are not binding for us, even if we have not expressly objected to them or have carried out the delivery in the knowledge of conflicting conditions.

§2 Conclusion of contract

1. our offers are subject to change with regard to price, quantity, delivery period and delivery option. Orders placed by the customer shall only become binding for us upon written or printed confirmation (including invoice or delivery bill).

2. other orders, instructions, declarations and notifications of the client shall be valid informally. Subsequent changes must be clearly marked as such. The burden of proof for the content as well as the correct and complete transmission shall be borne by the party invoking this.

3. insofar as the written form is required for declarations, remote data transmission and any other legible form shall be deemed equivalent, provided that it makes the issuer recognizable.

§3 Scope of deliveries and services

1. insofar as documents (drawings, technical data, etc.) are enclosed with our offers, these are only approximate and in particular do not represent guaranteed properties. Any technical application advice we provide, whether verbal, in writing or by way of tests, is given to the best of our knowledge, but is only non-binding information, including with regard to any third-party property rights, and does not release the customer from the obligation to test the products supplied by us for their suitability for the intended processes and purposes.

2. we expressly reserve the right to make changes to the production method, materials, etc., even after conclusion of the contract, as long as this does not change the price and/or the essential functional data or the delivery time.

3. we reserve the right to over- or under-deliver 10% of the ordered quantity for production reasons. The customer cannot derive any rights from such a deviation in quantity.

§4 Delivery dates

1. the delivery dates specified by us are non-binding. The prerequisite is the complete clarification of all technical details. Anything to the contrary shall only apply if expressly agreed in writing.

2. if a specific delivery time has been expressly agreed in writing in individual cases, we shall only be in default after a separate written reminder and after expiry of the grace period set therein, which must be reasonable.

3. force majeure of any kind, unforeseeable operational, traffic or shipping disruptions, fire damage, floods, unforeseeable shortages of labor, energy, raw materials or auxiliary materials, strikes, lockouts, official decrees or other obstacles for which we are not responsible and which reduce, delay, prevent or make unreasonable the production, shipment, acceptance or consumption shall release us from the obligation to deliver or accept for the duration and extent of the disruption. If delivery and/or acceptance is exceeded by more than 8 weeks as a result of the disruption, both parties shall be entitled to withdraw from the contract. In the event of partial or complete loss of our sources of supply, we shall not be obliged to obtain supplies from external suppliers.

§5 Transfer of risk, shipping, packaging

1. the risk of destruction, loss or damage to the delivered goods shall pass to the customer when they are dispatched or, in the case of collection by the customer, when they are made available. In the absence of a written agreement to this effect, we reserve the right to choose the shipping route and the shipping method.

2. the costs of standard packaging shall not be charged. We shall invoice special packaging at cost price. Additional costs caused by special shipping requests of the customer shall be borne by the customer. The same applies to increases in freight rates occurring after conclusion of the contract, any additional costs for redirection, storage costs, etc., unless carriage paid delivery has been agreed.

3. deliveries abroad shall be made on the basis of Incoterms 2010.

§6 Price, terms of payment, securities

1. our prices are subject to change for orders with a minimum net value of EUR 100. The minimum quantities formulated in each case shall apply to the individual order items. The minimum order value must not be less than EUR 100 net. For orders with a net order value of less than EUR 100, we charge a minimum quantity surcharge of EUR 10 or increase the order to EUR 100 net, taking into account our sales units. Orders below EUR 20 net will not be delivered.

2. the prices valid on the day the order is placed shall be invoiced unless otherwise expressly agreed in writing. Should we generally increase our prices in the period between conclusion of the contract and delivery, the customer shall be entitled to withdraw from the contract within a period of 2 weeks after notification of the price increase, unless the price increase entitles the customer to withdraw from the contract, unless the price increase is based exclusively on an increase in freight rates. The right of withdrawal does not apply to long-term supply contracts (continuing obligation contracts). Down payments and advance payments are to be made plus VAT.

3. if changes occur in the economic circumstances of the customer after conclusion of the contract which are likely to call into question the fulfillment of the payment obligation by the customer, or if we only become aware of such circumstances at that time, we shall be entitled to withhold delivery of the goods until a) the customer has either made advance payment or b) has provided appropriate security. If the latter does not occur within a reasonable period of time, we shall be entitled to withdraw from the contract, even if we have not yet made payment ourselves.

4. retention on the part of the client is excluded. He may only offset against undisputed or legally established claims.

5. we grant a discount of 2% for payments (excluding bills of exchange) within 10 days, calculated from the invoice date; otherwise the outstanding amount is 30 days net cash. The customer shall be in default without reminder at the end of the 30th day after the invoice date. We reserve the right to use payments to settle the oldest due invoice items plus the default interest and costs accrued thereon, in the following order: costs, interest, principal claim

6. bills of exchange and checks are only accepted on account of payment. The acceptance of bills of exchange shall in any case require our express written consent. In such a case, the bank, discount and collection charges shall be borne separately by the customer.

§7 Claims of the client for material defects

1. in the event of material defects, we shall only grant subsequent performance in accordance with the statutory provisions by repairing defects in the formulation, quality or other design at our discretion free of charge within a reasonable period of time or by delivering replacement goods. Any other or further claims of the customer for material defects are excluded. Clause 5 below remains unaffected.

2. in the event of a complaint about material defects, representative samples of the goods complained about must be sent to us for assessment. The remainder of the goods complained about shall be kept at our disposal - free of charge for us - for a period of one month without being requested to do so; upon request, these goods shall be returned to us for inspection.

3. even in the event of material defects, we shall only be obliged to provide subsequent performance if the customer has specified and notified us of recognizable material defects in writing within a period of 10 days after receipt of the goods in accordance with §377, 378 HGB, unless the customer has resold the item unprocessed in the normal course of business before the material defect was discovered or recognizable.

4. product descriptions or other characteristics of the delivered goods mentioned in the order documents do not include any warranted characteristics and/or guarantees.

5. if we are not prepared to remedy material defects or are unable to do so within a reasonable period of time set by us, the client shall be entitled to withdraw from the contract or demand a reduction in the purchase price. Further claims of the client, regardless of the legal grounds - in particular claims for damages, including non-contractual claims - are excluded, provided that we, our executives and other vicarious agents can only be accused of normal negligence as a breach of duty. We shall only be liable for indirect damages and damages not foreseeable at the time of conclusion of the contract if we are guilty of gross negligence. Mandatory statutory liability provisions remain unaffected.

6 The warranty period is 6 months from the transfer of risk.

§8 Retention of title

1. the goods shall only become the property of the customer when he has fulfilled all his obligations arising from the business relationship with us, including ancillary claims, claims for damages and redemption of checks/bills of exchange. This shall also apply to claims of such companies if individual claims of ours are included in a current account and the balance has been struck and recognized.

2. any processing or transformation of goods subject to retention of title by the customer shall always be carried out on our behalf. If the reserved goods are processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the reserved goods to the other processed items at the time of processing. In all other respects, the same shall apply to the item resulting from the processing as to the reserved goods themselves.

3. we shall be entitled to demand the return of the reserved goods from the customer without setting a grace period and without withdrawing from the contract if the customer is in default with the fulfillment of his obligations towards us. Taking back the reserved goods shall only constitute a withdrawal from the contract if we expressly declare this in writing.

4. the customer is entitled to resell the delivery item in the ordinary course of business. However, he hereby assigns to us all claims accruing to him from the resale against the purchaser or against third parties, irrespective of whether the reserved goods are resold without or after processing. The assignment includes all claims with all ancillary and security rights including bills of exchange and checks. If goods subject to retention of title are sold together with other goods at a total price, the assignment shall be limited to that part of the claim which corresponds to the co-ownership share of the goods delivered by us. If the customer uses the goods subject to retention of title for the processing of goods owned by a third party against payment, he hereby assigns to us in advance his claim for remuneration against the third party for the aforementioned security purpose. As long as the client meets his payment obligations in due time, he is entitled to collect the claims from a resale or refinement himself. He is not authorized to pledge or assign the goods in any way.

5. if the realization of our claims appears to us to be at risk, the client must inform his customers of the assignment on request and provide us with all necessary information and documents. The client must inform us immediately of any access by third parties to the reserved goods and assigned claims.

6. if the value of the securities to which we are entitled exceeds our claims against the customer to be secured by more than 20%, we shall be obliged to release securities to this extent at the request of the customer. We shall select the security to be released.

§9 Place of performance and jurisdiction; applicable law; validity clause

1. place of performance for delivery and payment is Leipheim.

2. place of jurisdiction is Memmingen. We are also entitled to assert our claims at the general place of jurisdiction of the customer.

3 German law shall apply exclusively. Customary commercial clauses shall be interpreted in accordance with the Incoterms valid at the time. If it has been agreed that we shall bear customs and import duties of the country of destination, any increases in such duties that come into force between the issue of the order confirmation and delivery of the goods shall be borne by the customer. All other fees, taxes and costs associated with the purchase contract shall also be borne by the customer.

4 Should individual clauses of these Terms and Conditions of Sale and Delivery be invalid in whole or in part, this shall not affect the validity of the remaining clauses or the remaining parts of such clauses. The parties shall replace an invalid provision with a provision that comes closest to the economic purpose of the invalid provision and is effective.

§11 Data protection

In accordance with Section 26 (1) BDSG, we would like to point out that we store personal data that becomes known to us for the fulfillment of the contract.

§12 International sales contracts

If the customer is domiciled outside Germany, German law shall apply exclusively, including the CISG. In this case, the following special provisions shall apply in deviation from the above Terms and Conditions of Sale:

1. contract amendments or terminations must be made in writing. This also applies to agreements regarding the waiver of this written form clause.

2. we shall be liable to the customer for damages in accordance with the statutory provisions if a breach of contract is based on an intentional or grossly negligent breach of contract for which we are responsible; fault on the part of our representatives or vicarious agents shall be attributed to us. We shall also be liable in accordance with the statutory provisions if and to the extent that we breach a material contractual obligation.

3. in the event of the delivery of non-conforming goods, the customer shall only have the right to cancel the contract or make a replacement delivery if claims for damages against us are excluded or if it is unreasonable to expect the customer to utilize the non-conforming goods and claim the remaining damages. In such cases, we shall initially be entitled to remedy the defect. If the rectification of defects fails and/or leads to an unreasonable delay, the customer shall be entitled, at his discretion, to declare the contract avoided or to demand a replacement delivery. The customer shall also be entitled to do so if the rectification of defects causes unreasonable inconvenience or if there is uncertainty about the reimbursement of any expenses incurred by the customer. The rectification of defects shall be deemed to have failed after the second unsuccessful attempt.

4. responses from the customer to an offer from us which are intended to constitute an acceptance but which contain additions or deviations shall always constitute a rejection of our offer combined with a new offer from the customer, even if the additions or deviations do not significantly change the terms of the offer.

5. we do not warrant that the goods delivered by us comply with the norms and standards as well as the laws of the place where the goods delivered by us are to be used or where they are to be resold, unless they are internationally accepted standards such as, in particular, any ISO standards applicable to the goods, or the customer has informed us of the norms or other applicable regulations before conclusion of the contract and we have expressly confirmed that the goods comply with them. The technical compatibility of the goods supplied by us with tools and machines of the customer or its customers is the responsibility of the customer, unless we have expressly confirmed this.

6. interest on arrears shall be 8 percentage points above the base interest rate in accordance with §247 BGB in its current version.

7. if we have to repay the purchase price, this shall bear interest at the statutory interest rate pursuant to Art. 84 para. 1 CISG in accordance with §246 BGB. If we are in default, the relevant interest rate shall apply from the date of default.

8 Notwithstanding Art. 90 CISG, other international agreements already concluded or to be concluded in the future shall not apply.

Status: Leipheim, July 1, 2013 boeck GmbH