Terms and conditions

1.1. Validity

1.1.1. The following terms and conditions apply to all deliveries—including those

from future transactions—as agreed. Our terms and conditions of sale and delivery apply exclusively.

We do not recognize any terms and conditions of the purchaser that conflict with or deviate from our terms and conditions of sale,

unless we have expressly agreed to their validity in writing.

1.1.2. Our terms and conditions of sale and delivery also apply if we carry out the delivery to the purchaser without reservation, even if we are aware of terms and conditions of the purchaser that conflict with or deviate from our terms and conditions of sale.

1.1.2. Our terms and conditions of sale and delivery shall also apply if we

carry out the delivery to the buyer without reservation, despite being aware of terms and conditions of the buyer that conflict with or deviate from our terms and conditions of sale

.

Contracts and agreements shall only become binding for us once they have been confirmed in writing. Agreements that deviate from our terms and conditions shall only apply to transactions for which they have been expressly agreed in writing.

Contracts and agreements shall only become binding for us

once they have been confirmed in writing. Agreements that deviate from our

terms and conditions shall only apply to transactions for which they

have been expressly agreed in writing. They shall have no retroactive

effect nor shall they apply to future transactions unless they are reconfirmed

in writing.

2. Offer and conclusion of contract

2.1. Basis

Our offers are always subject to change. Verbal statements only become binding

upon written confirmation. By placing an order,

the purchaser agrees to the validity of our general terms and conditions.

The client waives the inclusion of any

of their own general terms and conditions.

2.2. Retention of title

2.2.1. Unless we have expressly assumed a liability,

offer documents such as illustrations, drawings, plans, material,

weight and dimension specifications are only approximate. We reserve

all property rights and copyrights to all offer documents. If

drawings or sketches do not contain the protection notice, they are nevertheless

protected. The offer documents may not be imitated, reproduced,

made available to third parties or competing companies, and

must be returned immediately at our request.

2.2.2. The buyer assumes liability for ensuring that the property rights of third parties are not

infringed if samples, drawings, and models provided by the buyer form the basis of our

delivery. We are then entitled to withdraw from the contract

. Any damages incurred shall be compensated by the buyer.

2.3. Scope of performance

2.3.1. Only our order confirmation is decisive for the scope of the

contractually owed performance. Obligations are only established by our written

confirmation.

2.3.2. In the event that no specifications are provided by the buyer, our

system descriptions as offered shall apply. Our offers may replace the

specifications in this respect.

2.3.3. Protective devices within the meaning of accident prevention regulations shall

be supplied to the extent agreed.

2.4. Changes

We reserve the right to make any changes, e.g., to the design or choice of materials,

even after sending an order confirmation, provided that

these changes do not contradict the order confirmation or the buyer’s specifications

.

2.5. Sample, commissioning, and pilot series material

The buyer guarantees that we will receive all

items necessary and agreed upon for commissioning, adjustment, pilot series production, and

testing of the delivery item

in a timely manner and in sufficient quantity.

3. Delivery

3.1. Delivery

3.1.1. The delivery time is based on the agreements between the contracting parties.

Agreed delivery times begin upon receipt of the order signed by the customer

at our premises. Unforeseen events, such as

, for example, late delivery by a subcontractor,

disruptions in the energy supply, strikes, or operational disruptions due to force majeure,

shall extend the delivery period accordingly. We reserve the right to

withdraw from the contract if, due to the aforementioned circumstances, an

operational disruption of more than 4 weeks occurs.

3.1.2. If the delivery item has left our company by the end of the delivery period

or readiness for shipment has been notified, the delivery period shall be deemed to have been met.

Insofar as acceptance is required, the acceptance date shall be decisive, except in the case of justified

refusal of acceptance; alternatively, notification of readiness for acceptance shall be decisive.

3.1.2. The customer may withdraw from the contract without setting a deadline if we fail to meet the entire delivery by the end of the delivery period or after acceptance of essential delivery criteria from the specifications or order.

3.1.2. The customer may withdraw from the contract without setting a deadline if

we are unable to fulfill the entire service, before the transfer of risk or after acceptance

of essential delivery criteria from the specifications or order,

and the final use of the delivery item becomes impossible for the

customer.

3.1.3. If an impossibility or inability occurs during the

acceptance or if the purchaser is solely or predominantly responsible for these circumstances,

it shall remain obliged to pay consideration.

3.2. Delivery delays

3.2.1. Compliance with the delivery time by the supplier presupposes that all

commercial and technical questions between the contracting parties

have been clarified and that the purchaser has fulfilled all obligations incumbent upon it, such as

providing the necessary drawings for the raw and finished parts or

making an advance payment. If this is not the case,

the delivery time shall be extended accordingly. This shall not apply if the supplier is responsible for the delay

.

3.2.2. Compliance with the delivery period is subject to correct and

timely delivery by our suppliers.

3.2.3. If the shipment or acceptance of the delivery item is delayed

for reasons for which the customer is responsible, the customer shall be

charged for the costs incurred as a result of the delay,

beginning one month after notification of readiness for shipment or acceptance.

3.2.4. If the failure to meet the delivery deadline is due to force majeure, defects in parts and equipment of a subcontractor, or other events, the delivery deadline shall be extended appropriately. The supplier shall inform the customer of the expected duration of the delay.

3.2.4. If non-compliance with the delivery time is due to force majeure, defects in parts

and equipment of a sub-supplier or other events,

the delivery time shall be extended accordingly. The supplier shall inform the customer

of the beginning and end of such circumstances as soon as possible.

3.2.5. If the customer grants the supplier in default – taking into account

taking into account the statutory exceptions, e.g. point 3.2.2. – a

reasonable period of time to perform and if the deadline is not met, the

purchaser shall be entitled to withdraw from the contract within the framework of the statutory provisions.

3.3. Acceptance

Acceptance is essential for all construction parts, devices, and machines that

are manufactured in our company.

3.3.1. Acceptance shall take place after notification of completion or readiness for acceptance

by us. Acceptance shall always be carried out by at least one authorized

person of the purchaser. If the customer waives participation in the acceptance,

this must be notified to us in writing

and shall be deemed to be a declaration of agreement to the acceptance report,

which is always carried out by the supplier.

3.3.2. Upon acceptance of the item on the supplier’s premises,

the following points and thus the recognition of the factual and

correct execution of the item, as defined in the order or in the specifications,

shall be declared and confirmed.

Function, mechanics, pneumatics, hydraulics, electrical installation and

programming, safety and documentation of the control system and circuitry.

The documentation is not to be regarded as final, but only as a basis

for assessment.

3.3.3. After the points listed in the acceptance report have been completed,

the purchaser must verify proper execution by personally

inspecting the item before delivery. If delivery is requested without

inspection of the defects from the acceptance, this shall be deemed

irrevocable acceptance of the rectification of defects.

3.3.4. In the case of services, only the customer is authorized to approve

drawings/designs (e.g., for production). The customer is therefore responsible

for the final inspection.

3.4. Shipping

The contractual items are always shipped at the expense and risk of the recipient.

3.4.1.

The risk is transferred to the customer when the delivery item has left the factory,

even if partial deliveries are made or

the supplier has assumed other services.

3.4.2. The risk shall pass to the purchaser on the day of notification of readiness for shipment

if shipment is delayed due to circumstances for which

we are not responsible. We undertake to take out the insurance required by the purchaser at the purchaser’s expense

.

4. Prices and terms of payment

4.1. The installation or assembly of the object of the order shall

always be carried out and invoiced in accordance with our terms and conditions and shall

only be included in the price of an

item if the terms and conditions are expressly stated. This work shall only be carried out

upon written order from the customer or written confirmation from us

.

4.2. The prices contained in our offers are subject to change. They

are ex works, excluding packaging, cartage, postage, freight, and

value insurance. Packaging will be charged at cost price.

Cost estimates for custom-made products, repairs, and

servicing can only be provided on a non-binding basis.

4.3. If the actual costs significantly exceed the estimate, we will

notify the customer immediately and seek their further

decision.

4.4. Price changes are permissible for fixed prices if, between

the conclusion of the contract and the agreed delivery date, the procurement prices

of important raw materials (such as stainless steel) have risen by more than 10%.

If wages, material costs, or market purchase prices increase thereafter until completion of the delivery, we shall be entitled to

adjust the price accordingly. The buyer shall only be entitled to withdraw from the contract

if the price adjustment significantly exceeds the increase in the general cost of living

between the time of ordering and delivery.

4.5.

4.5. In the absence of a special agreement, payment shall be made without any deductions to

the supplier’s account, as follows:

4.5.1. 30% of the order value upon receipt of the order

4.5.2. 30% of the order value halfway through the agreed delivery period

4.5.3. 30% of the order value as soon as the machine is ready for delivery or has been accepted

by the supplier, unless otherwise agreed.

4.5.4. 10% of the order value after either production of a pilot series or

rectification of defects from acceptance and/or delivery. Unless otherwise confirmed in

the order confirmation.

4.6. We only accept any terms of payment defined differently in the order

if we have also confirmed these in writing.

4.7. Our invoices are due within 10 days of the invoice date

without deduction.

4.8. In the event of late payment, we shall charge interest at a rate of 5 percentage points above the respective base rate without the need for a special

agreement – subject to the assertion of further

damages – interest at a rate of 5 percentage points above the respective base interest rate

.

5. Retention of title

5.1. General

We retain title to the delivery items until

full payment of the delivery contract and all other outstanding

claims.

5.2.1. The customer shall only be entitled to withhold payments or offset them against counterclaims

if their counterclaims

are undisputed.

5.3. Seizure in general

The assertion of retention of title and the seizure of the

delivery item by us shall not be deemed a withdrawal from the contract.

5.4. Seizure

The buyer must notify us immediately in writing in the event of seizures or other interventions by third parties

so that legal action can be taken in accordance with §771 ZPO

(German Code of Civil Procedure). If the third party is unable to reimburse us for the

judicial and extrajudicial costs of legal action in accordance with §771 ZPO,

the customer shall be liable for the loss incurred by us.

The buyer may neither pledge the delivery item nor assign it as security until full payment has been made.

In the event of seizures, confiscation, or other dispositions by third parties, the buyer must

inform us immediately. In the event of resale, the buyer hereby assigns

to us all claims arising from the resale in the amount of the

final invoice amount (including VAT).

5.6. Software

If software is included in the scope of delivery, the buyer is granted a non-exclusive

right to use the software and the delivered

documentation. It is provided for use on the

delivery item supplied for this purpose. Any other use is prohibited. In

other respects, §§68a ff. UrhG (German Copyright Act) apply.

5.7. Design and documentation documents are our property. They

are intended solely for the operation and use of the delivery item. They

are subject to copyright §§69a ff. UrhG (German Copyright Act). Copying or transferring them to

other delivery items requires our written consent.

6. Resale

The customer is entitled to resell the delivery item in the ordinary course of business

; however, they hereby assign to us all claims in the amount

of the final invoice amount (including VAT) that accrue to them from the

resale against their customers or against third parties,

irrespective of whether the delivery item has been resold without or after

processing. The customer is authorized to collect this claim

after its assignment.

Our authority to collect the claim ourselves remains unaffected as long as the customer

properly meets their payment obligations and is not in

default of payment.

6.1 Default of payment in the event of resale

However, if this is the case, we may demand that the buyer informs us of the

assigned claims and their debtors, provides all information necessary for collection,

hands over the relevant documents, and

notifies the debtors (third parties) of the assignment.

6.2. Co-ownership in the event of processing or transformation

The processing or transformation of the delivery item by the customer

shall always be carried out on our behalf. If the delivery item is 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 delivery item to the other processed items at the time of processing.

The same shall apply to the item created by processing as to the reserved goods. The same shall apply to the item created by

processing as to the

reserved goods.

6.3. Inseparable mixing of items

If the delivery item is inseparably mixed with other items not belonging to us,

we shall acquire co-ownership of the new item in

proportion to the value of the delivery item to the other mixed

items at the time of mixing. If the mixing is carried out in such a way

that the customer’s item is to be regarded as the main item, it is agreed

that the customer shall transfer proportional co-ownership to us. The customer

shall hold the sole ownership or co-ownership in safekeeping for us.

7. Warranty – Notification of defects

7.1. Notification of defects

Notifications of defects, insofar as they relate to the external condition of the

contractual item, must be made in writing immediately, at the latest within

10 days of receipt of the contractual item.

7.1.1. The notice of defects

The notice of defects must be received by us within the aforementioned period.

Defects that are only discovered after use must also be

reported in writing immediately, within 10 days of discovery.

If the customer fails to submit a written complaint within the specified period, they lose their

warranty rights.

7.1.2. Defective item

If a defective item is delivered, we must be granted a reasonable period of time to

repair or replace it. A reasonable period of time is deemed to be the

time required by our supplier to deliver the replacement item or replacement parts

or to remedy the defects on their part, plus a

disposition period of 6 weeks.

7.1.3. Two failed attempts at repair

If the repair fails more than twice, a replacement item cannot be procured

or the repair or replacement delivery is not carried out for other reasons,

the customer may, at his discretion, request a reduction in the purchase price

(abatement) or rescission of the purchase contract

(redhibition).

7.1.4. Claims for damages

Claims for damages are excluded unless they relate to the

absence of a warranted characteristic.

7.1.5. Rescission of the purchase contract

In the event of rescission—cancellation of the purchase contract—the

full purchase price is not due or to be credited, but only compensation

for the defect that gave rise to the rescission.

7.2. Liability

We shall only be liable for damage not caused to the delivery item itself

on whatever legal grounds

– in the case of intent

– in the case of gross negligence

– in the case of culpable injury to life and health

– in the case of defects which have been fraudulently concealed or whose absence has been guaranteed

– in the case of defects in the delivery item, insofar as liability exists under the Product Liability Act for

personal injury or property damage to privately used items

.

7.3 Warranty

The warranty on all FE-MA-TECH PUR bag melting systems is

1 year for 1-shift operation

3/4 year for 2-shift operation

1/2 year for 3-shift operation

The warranty period begins upon delivery of the systems.

8. Place of performance

The place of performance for delivery and payment is Tucker (USA). Unless otherwise required by law,

the place of performance for all mutual claims

is Tucker (USA).