§1 General

(1) All sales, deliveries and other services are performed by IMP-Ingenieurgesellschaft mbH exclusively according to the following terms and conditions. They apply to all future business relations even if they are not expressly referred to again. Other general terms and conditions shall not become part of the contract even if we have not expressly objected to them.

(2) Any deviating agreements and conditions, in particular terms and conditions of purchase, shall be binding on us if they have been confirmed by us in writing.

(3) These General Terms and Conditions of Business shall only apply to customers under public law insofar as they do not conflict with the provisions of the German Contracting Rules for the Award of Public Contracts (Verdingungsordnung für Leistungen - VOL).

(4) We reserve the right to make the conclusion of the contract dependent on an advance payment, down payment or security deposit.

§2 Contracts

(1) We shall be bound by offers for a period of one month; however, this binding effect shall only apply to written offers. The period begins with the date indicated on our offer.

(2) If the purchaser deviates from our written offer when placing the order or if he orders on the basis of a verbal offer, the contract shall only be concluded upon our written confirmation.

(3) Agreements concluded with our employees require our written confirmation to be legally effective.

(4) If two letters of confirmation cross, which contain deviating regulations, then ours is considered as agreed upon.

§3 Prices and terms of payment

(1) Price quotations shall only be binding on us if they have been declared by us in writing.

(2) The prices declared in writing shall be exclusive of the statutory value-added tax applicable on the invoice date.

(3) If the fixed costs for deliveries and services to be rendered later than four months after the conclusion of the contract increase by more than 5%, e.g. due to an increase in the wages, salaries, material and electricity prices to be paid, changes in existing or introduction of new public charges, etc., we shall be entitled to increase our prices accordingly. This right to increase shall also apply if performance can only be effected after the expiry of the four-month period for reasons for which the purchaser is responsible.

(4) The stated prices refer exclusively to the object of purchase, packaging and transport costs are not included in the stated prices, but will be invoiced separately.

(5) The purchase price to be paid by the buyer is to be paid within 30 days. The date of the invoice is decisive.

(6) If the Buyer is a merchant within the meaning of the German Commercial Code (Handelsgesetzbuch) and if he exceeds the payment deadlines specified in § 3 number 5, we shall be entitled to demand interest on arrears at the usual bank rate even without a reminder; we reserve the right to claim further damages. In all other respects, the statutory provisions shall apply.

(7) In the event of default in payment, protest of a check or bill of exchange, we shall be entitled to make further deliveries to the Buyer only against advance payment, to make all outstanding invoice amounts due immediately and to demand cash payment or the provision of security against the return of bills of exchange accepted on account of performance. In the event of the buyer's bankruptcy, we are additionally entitled to withdraw from the contract and to demand the return of our deliveries and services.

(8) Offsetting of counterclaims is only permitted insofar as these are undisputed or legally established claims.

(9) If a deterioration in the customer's financial situation occurs which affects his creditworthiness or if we become aware of such circumstances, we shall be entitled to declare all claims against the customer immediately due and payable, unless they are subject to a defense, and to assert a right of retention against all claims of the customer, including those based on other contracts, and to demand concurrent performance or the provision of collateral. The same shall apply if the customer is in default, unless he proves that there are no circumstances endangering our claims.

(10) In the case of current invoices, the customer shall immediately check our statements of account, closing of accounts and determination of balances for their correctness and completeness. We may exclude accrued interest on arrears from the statements of account and balance statements and invoice them separately. Objections to the statement of account and balance must be raised within one month of receipt, other objections must be raised without delay. Failure to raise objections in due time shall be deemed to constitute approval. When notifying us of statements of account, balances and other settlements, we shall make special reference to the consequences of failure to raise objections in good time. Legal claims in the event of justified objections after expiry of the deadline shall remain unaffected.

§4 Delivery and transfer of risk

(1) We shall choose the shipping route and means of shipment at our discretion.

(2) The delivery time is primarily based on the written agreement with the buyer. In the absence of such an agreement, a delivery period of six weeks from the date of the order shall be deemed to have been agreed. However, we shall be entitled to perform the contractual service earlier; the Buyer shall be informed of this. The commencement of the delivery period shall in any case be subject to the timely receipt of all documents and components to be supplied by the Purchaser, necessary approvals, releases, the timely clarification and approval of the plans.

(3) Non-compliance with the delivery periods specified in §4 clause 2 shall entitle the purchaser to assert the rights to which he is entitled only after he has granted us a reasonable period of grace of at least four weeks. The period shall commence on the day on which we receive the Buyer's notification. Claims for damages, including claims for positive breach of contract or for any other reason, are excluded except in the case of intentional or grossly negligent breach of contract.

(4) Labor disputes or unforeseeable extraordinary events, such as sovereign measures, traffic disruptions, disruptions of operations due to natural events, delays in the delivery of essential raw materials and construction materials, significant loss of employees and machinery, shall fully release us from the obligation to deliver for the duration of their effects or in the event of impossibility. This shall also apply if they occur during an already existing delay. The Buyer shall be informed of the beginning and end of such obstacles as soon as possible.

(5) Place of performance for the contractual obligations incumbent upon us is our registered office. If delivery is requested, the buyer bears the risk. In this case, delivery shall be made to the place agreed upon and requested by the buyer. In the event of shipment, the risk shall pass to the Buyer upon handover to the carrier, freight forwarder or other person designated to carry out the shipment. Packaging and shipment shall be carried out in accordance with the Buyer's instructions, in the absence of such instructions at our discretion without liability for the cheapest and fastest shipment. Transport insurance is the responsibility of the buyer.

§5 Retention of title

(1) The delivered goods shall remain our property as reserved goods until payment of the purchase price and settlement of all claims existing from the business relationship and the claims still arising in connection with the object of purchase. The inclusion of individual claims in a current account or the striking of a balance and the recognition thereof shall not cancel the retention of title. If, in connection with the payment of the purchase price by the Buyer, a liability of the Seller under a bill of exchange is established, the reservation of title shall not expire before the bill of exchange is honored by the Buyer as drawee. In the event of default in payment by the Buyer, we shall be entitled to take back the reserved goods after issuing a reminder and the Buyer shall be obliged to surrender them.

(2) As long as the buyer meets his payment obligations, he may process the reserved goods and resell them in the ordinary course of business with the same reservation of title as ours. This does not apply, however, if the buyer has assigned his own customer claims globally or to a certain extent to third parties, e.g. lenders. In this case, special agreements shall be made regarding the use of the goods.

(3) If goods subject to retention of title are processed by the purchaser into a new movable item, the new item shall become our property. In the event of processing together with goods not belonging to us, we shall acquire co-ownership of the new item in proportion to the value of the reserved goods to the other goods at the time of processing. If goods subject to retention of title are combined, mixed or blended with goods not belonging to us in accordance with §§ 947, 948 of the German Civil Code, we shall acquire co-ownership in accordance with the statutory provisions. If the Buyer acquires sole ownership by combining, mixing or blending, he hereby assigns to us co-ownership in proportion to the value of the reserved goods to the other goods at the time of combining, mixing or blending. In such cases, the Buyer shall keep the item owned or co-owned by us in safe custody free of charge.

(4) Claims which the buyer acquires against third parties from the sale of our goods - irrespective of their condition - are already assigned to us at the present time in the amount of the value; we accept this assignment. If our goods are sold in connection with the goods of third parties, the aforementioned assignment shall only take place in the ratio of the value of our goods to that of the goods of third parties.

(5) The purchaser shall be entitled and authorized to resell, use or install our goods subject to retention of title only in the ordinary course of business and only subject to the proviso that the claims within the meaning of § 5 No. 4 are actually transferred to us. The Buyer shall not be entitled to dispose of the reserved goods in any other way, in particular by pledging them or assigning them as security. The Buyer shall notify us immediately of any seizure, confiscation or other disposition by third parties. 6.

(6) We authorize the Buyer, subject to revocation, to collect the claims assigned pursuant to § 5 item 4. As long as the buyer meets his payment obligations, we will not make use of our own collection authority. At our request, the Buyer shall name the debtors of the assigned claims and notify them of the assignment. If the buyer does not comply with the aforementioned obligation to notify the debtors, we shall have the right to notify the debtors of the assignment ourselves. 7.

(7) The assertion of the rights from our reservation of title and the own execution in reservation commodity are considered, if no compelling legal regulations oppose, not as resignation of the contract.

(8) If the value of the securities granted exceeds the claims by more than 20%, we shall be obliged to retransfer or release them at our discretion.
Upon settlement of all our claims arising from the business relationship, ownership of the reserved goods and the assigned claims shall pass to the buyer.
transferred to the purchaser.

§6 Warranty

(1) The customer shall carefully inspect our delivery for defects, shortages, etc. without undue delay and notify us of any complaints in writing without undue delay and in detail, at the latest within two weeks after handover or delivery. If a defect existing before handover only becomes apparent later (hidden defect), this must also be reported immediately and in writing after its discovery, at the latest within two weeks. The same shall apply in the event of delivery of an item other than the item owed. 2.

(2) If the customer does not fulfill the obligations of examination and notification of defects incumbent upon him or does not fulfill them in time, all claims due to such defects, shortages etc. are excluded, unless we are charged with malice.

(3) The warranty period is 12 months, beginning with the delivery.

(4) The warranty shall be provided, at our discretion, by rectification of defects or delivery of a replacement free of defects. Further claims, in particular claims for damages arising from positive breach of contract, culpa in contrahendo and tort, are excluded, unless they are based on intent or gross negligence by us, one of our legal representatives or vicarious agents. A claim is also not excluded in these cases in the absence of warranted characteristics or in the case of fraudulent concealment of defects. In addition, warranted characteristics within the meaning of Section 459 (2) of the German Civil Code must be expressly identified as warranties. A reference to DIN standards shall in principle only imply that the product complies with the standards, but shall not constitute a warranty on our part unless expressly agreed. 5.

(5) If the repair or replacement delivery does not provide an effective remedy, the Buyer shall be entitled, after setting a grace period of four weeks, either to demand a reduction of the purchase price or to withdraw from the contract. In this case, we shall also be entitled to this right of withdrawal. If the right of withdrawal is exercised in the manner described above, we shall be obliged to reimburse the purchaser for the purchase price and the transport costs. Further claims, as described in § 6 number 4, do not exist in principle.

§7 Place of performance and jurisdiction

(1) The place of performance for the payment of the purchase price as well as for the other services of the purchaser is Osnabrück.

(2) Place of jurisdiction for registered traders is also Osnabrück, Germany.

§8 Export regulations

The products delivered by us are intended for distribution in the country of the customer. If the customer wishes to export the products supplied, he is responsible for compliance with the relevant provisions of the Federal Republic of Germany. If the customer violates any export control regulation, he shall be fully liable for any claim against us.

§9 Other agreements

(1) Should one of the agreements made violate a legal prohibition or be legally invalid for any other reason, this shall not affect the validity of the remaining provisions. Incomplete provisions shall be supplemented as required by the sense and purpose of the respective contract. 2.

(2) German law shall apply exclusively, unless expressly agreed otherwise in writing in individual cases.

(3) The customer agrees to be named as a customer in advertising material of IMP-Ingenieurgesellschaft mbH free of charge without express consent on his part. IMP-Ingenieurgesellschaft mbH - Westerbreite 7 - 49084 Osnabrück, Germany