Legal notice & GTC

GTC

1. Validity

These General Terms and Conditions apply to all our offers, contracts, deliveries and other services (hereinafter referred to as "delivery"), and to all future business relationships, even if they are not expressly agreed upon again. With the order placement or, at the latest, with the acceptance of the first delivery, the terms and conditions shall be deemed accepted and shall apply for the entire duration of the business relationship. This does not apply if the customer did not have the opportunity to take note of the content of the GTC until the first conclusion of the contract. We hereby expressly object to any terms and conditions of our customer to the contrary; they shall only apply with our express written acceptance. Special agreements and ancillary agreements require our written consent in order to be effective. The term "in writing" includes telex and telegraphic communication as well as any other form of rapid written communication such as fax or email. All provisions of these terms and conditions shall apply in the relationship between us and the customer irrespective of whether we make the delivery ourselves and in our own name or use third parties (irrespective of their knowledge) to fulfil contractual obligations. The customer agrees that any existing security rights of third parties arising from the delivery of goods shall pass to us in the event that we settle the invoice of the third parties for the delivery of goods. The contractual partner shall be notified in writing of any amendments to these terms and conditions. The amendments shall be deemed to have been approved if the contractual partner does not object in writing within six weeks of notification of the amendment. The User shall specifically draw the attention of the other contractual partner to this legal consequence when announcing the amendment. If a provision is or proves to be invalid, the invalid provision shall be replaced by a regulation which comes as close as possible to the intention of the parties mentioned in the invalid provision. The invalidity of a provision shall not affect the legal validity of the remaining provisions. These General Terms and Conditions are not applicable to transactions with consumers as defined by § 13 BGB (German Civil Code).

2. Conclusion of contract, documents, industrial property rights, confidentiality

2.1 Our offers are subject to confirmation. A contract is only concluded when we confirm the order in writing. Our written order confirmation shall be exclusively decisive for the type and scope of our delivery. If we do not confirm the order in writing beforehand, the delivery note shall be deemed to be the order confirmation; the contract shall be concluded at the latest upon execution of the order. Declarations made by our representatives by telephone or verbally require written confirmation to be legally effective. Any special agreements shall only apply to the respective individual case and not to earlier or later transactions. 2.2 We reserve the right of ownership and copyright to cost estimates, drafts, drawings and other documents; they may only be made accessible to third parties after consulting us. Drawings and other documents submitted by us for offers must be immediately returned on request at any time and in any case if the order is not placed with us. Tools, drawings, samples etc. provided by the customer for the performance of the contract by BeLi shall remain the customer’s property. We shall only be liable for damage, destruction or loss in the event of proven fault on our part. Claims of the customer arising from this shall become statute-barred six months after return or notification to the customer that the items provided can be collected, have been destroyed or lost. If we have delivered items according to drawings, models, samples or other documents provided by the customer, the customer shall guarantee that the industrial property rights of third parties are not infringed. If third parties prohibit us from manufacturing and delivering such objects by invoking industrial property rights, we shall be entitled - without being obliged to examine the legal situation - to cease any further activity in this respect and to claim damages, insofar as the customer is responsible for the infringement. The customer also undertakes to indemnify us immediately against all claims of third parties in connection with the documents handed over by the customer.

2.3 We reserve the right to charge the costs for samples and test parts and the tools required for their manufacturing. We shall invoice the manufacturing costs of the tools required for series production, unless agreed otherwise.

2.4 The customer undertakes to treat all aspects of the business relationship worthy of protection as confidential. In particular, the customer shall treat all commercial and technical details which are not in the public domain and which become known to him through the business relationship as a trade secret. Information or aspects of the business relationship which were already publicly known at the time of disclosure as well as such information or aspects of the business relationship which were already demonstrably known to the customer before disclosure by us do not fall under the confidentiality obligation. The customer shall ensure that his employees also protect our legitimate interests with regard to confidentiality. Reproduction of the documents provided to the customer is only permitted within the scope of operational requirements and copyright provisions. All documents may not be made accessible to third parties, either in whole or in part, or used outside the purpose for which they were provided to the customer without our written consent. Disclosure, even partial, of the business relationship with us to third parties may only be made with our prior written consent; the customer shall also oblige the third parties to maintain secrecy within the framework of a similar agreement. The customer may only advertise the joint business relationship with our prior written consent.

3. Description of service

3.1 The quality of the delivery item and service is conclusively described by expressly agreed performance features (e.g. speciﬁcations, markings, release, other details). A warranty for a specific purpose or a specific suitability is only given insofar as this is expressly agreed in writing; otherwise, the suitability and use risk is exclusively incumbent on the customer. Performance characteristics or other properties of the deliveries and services other than those expressly agreed are not owed. We reserve the right to make customary or technically unavoidable deviations in physical and chemical quantities, processes, and the use of raw materials as well as order quantities, insofar as this is reasonable for the customer.

3.2 Details of the object of delivery and service are based on our general experience and knowledge and are merely indicative values or markings. Neither these product details nor expressly agreed performance characteristics/ purposes of use release the customer from testing the suitability for the intended use of the product.

3.3 Information on the quality and possible uses of our products do not include any guarantees, in particular not in accordance with §§ 444, 639 BGB (German Civil Code), unless these are expressly designated as such in writing.

4. Delivery and delivery time

4.1 Delivery time details are - even if a delivery date has been agreed with the customer - only approximate insofar as a deviation of up to one month is possible, unless the delivery date has been expressly agreed in writing as ﬁxed. The delivery date shall be deemed to have been met if, by the time it expires, the delivery item has left our factory or we have notified the customer that it is ready for shipping. The delivery period does not start as long as the customer has not duly fulfilled his obligations, such as the provision of technical data and documents, approvals as well as a down payment or handing over a payment guarantee.

4.2 We are entitled to make partial deliveries insofar as they are reasonable for the customer and do not result in disadvantages for the use. In the case of series production, we reserve the right to over- or under-deliver by up to 10% as is customary in the trade, and charge for the quantity actually delivered.

4.3 If delivery on call is agreed, the buyer shall grant a reasonable period of time for delivery. In the case of call orders, we are entitled to procure the material for the entire order and to manufacture the entire order quantity immediately. Accordingly, any change requests by the customer cannot be taken into account after the order has been placed, unless this has been expressly agreed.

4.4 If, after the conclusion of a contract, its fulfilment is prevented by the outbreak of war, the imposition of blockades, enforcement of export or import bans or measures of domestic or foreign authorities which are to be regarded as equivalent to such, or by hostile orders, epidemics or other cases of force majeure, the party concerned shall be entitled to demand a modification of the contract. If a modification of the contract is not possible or not reasonable for one party, the disadvantaged party may withdraw from the contract. If the performance incumbent on the seller under the contract is significantly impeded or thwarted, for example by riot, strike or strike measures or workers' lockouts and similar events in the country of origin, on the transport route or at the place of delivery/shipment/service, furthermore in the event of ice obstruction or similar, unforeseeable, non-culpable and serious cases of force majeure, or if such an event affects our upstream suppliers, the performance period shall be extended by the duration of the obstruction. If this adjustment of the contract is not possible or reasonable for one of the contractual partners, the disadvantaged party may withdraw from the contract. If one of the contracting parties invokes an impediment to performance, it must inform the other contracting party in writing without delay as soon as it becomes known or at the start of the performance period and must provide evidence of this without delay at the request of the other party.

4.5 Returning sold, defect-free goods is generally excluded.

4.6 The filing of an application for the opening of insolvency proceedings, the submission of an affirmation in lieu of an oath pursuant to Section 807 of the German Code of Civil Procedure (ZPO), the occurrence of payment difficulties or the discovery of a significant deterioration in the financial circumstances of the customer shall entitle us to immediately cease deliveries and to refuse the performance of current contracts, unless the customer effects counter-performance or provides adequate security at our request, without the customer being entitled to withdraw from the contract or to claim damages.

4.7 The customer is obliged to take delivery of the contractual items on the agreed date, but at the latest within five working days of receipt of the notification of readiness or completion from BeLi. If the customer is in default with the pick up or acceptance, we may, irrespective of our other statutory rights, also store the goods with us or a third party at the expense and risk of the customer or, after setting a grace period of 7 calendar days, utilise them in a suitable manner for the account of the buyer. This measure shall be announced when setting the grace period.

5. Shipping and transfer of risk

5.1 The risk for the delivery is transferred to the customer when the goods leave our factory premises.

5.2 Shipment shall be at the risk of the buyer even in case of carriage paid delivery. At the request of the buyer, we will take out transport insurance to the extent requested by the buyer at the buyer's expense.

5.3 Complaints regarding losses or damage during transport must be filed by the recipient and confirmed before the consignment is accepted.

5.4 Damage during transport does not entitle us to refuse acceptance.

6. Packaging The goods shall be packaged in a customary manner at the buyer's expense. The buyer must ensure immediate unloading upon delivery. The customer shall return delivered pallets and returnable containers in a usable condition, carriage paid and empty of residues, within one month or compensate for their value. Disposable packaging is generally not taken back.

7. Securities

7.1 We reserve title to all goods or documents delivered by us until all claims, including ancillary claims, which we have against the customer from our business relationship have been satisfied; in this respect, all deliveries shall be deemed to be one continuous delivery transaction. In the case of a current account, the reserved property shall be deemed security for our balance claim. The above provisions shall also apply to claims arising in the future.

7.2 The retention of title also extends to the products resulting from the processing, mixing or combining of our goods at their full value, whereby these processes - without any liabilities arising for us as a result - are carried out for us, so that we are deemed to be the manufacturer. If, in the event of processing, mixing or combining with goods of third parties, their ownership rights remain, we shall acquire co-ownership in proportion to the objective values of these goods. In the event that the customer, notwithstanding the above provision, acquires (co-)ownership of our goods subject to retention of title through processing or working, he shall transfer to us the (co-)ownership of the goods for the time of his acquisition upon conclusion of the contract and shall store the goods for us free of charge. If our ownership expires due to combination or mixing, the customer shall transfer to us the ownership or expectant rights to which he is entitled in the new stock or item right away, to the extent of the invoice value of the goods delivered by us and shall store them for us free of charge. The customer hereby assigns to us any surrender claims against third party owners. Furthermore, the customer must grant us access to the goods at any time and, at our request, identify the goods as our property and provide the seller with all requested information.

7.3 The customer is authorised to resell the goods in our (co-)ownership in the ordinary course of business against cash payment or subject to retention of title. The pledging or transfer of ownership by way of security is only permitted to the customer under the condition of immediate transfer of the received funds to us for the purpose of payment and settlement of any invoice difference. All claims to which the customer is entitled from the resale, irrespective of whether this takes place before or after processing, mixing, etc., including all ancillary rights as well as any claims for compensation against a credit insurance, shall be assigned to us by the customer upon conclusion of the contract. In the event that the goods are only co-owned by us or are sold by the customer together with other goods not belonging to us - irrespective of their condition - at a total price, the assignment of the claim, which has already been executed herewith, shall only be effected to the extent of the amount which we have charged the customer for the relevant part of the goods.

7.4 The customer is authorised to collect the claims from the resale despite the assignment as long as we have not revoked this authorisation. We shall not collect the claims ourselves as long as the customer duly fulfils his payment obligations towards us. Upon our first written request, the customer is obliged to inform us of the debtors of the assigned claims and to notify the debtors of the assignment. In the event that the customer receives bills of exchange or cheques from the resale to a third party, he shall assign to us the bill of exchange or cheque claim to which he is entitled. Ownership of the bill of exchange or cheque document shall be transferred to us by the customer; the customer shall hold the document in safe custody for us.

7.5 We shall be entitled to revoke the customer's authority to resell within the scope of clause 7.3 and to collect the claims assigned to us with immediate effect if the customer is in default of payment to us, is facing payment difficulties due to a significant deterioration of his financial circumstances or fails to properly fulfil his contractual obligations towards us. If insolvency proceedings are applied for against the customer's assets, any payment is discontinued, an affidavit is made in accordance with § 807 ZPO (German Code of Civil Procedure) or a change in the ownership of the customer's company occurs in connection with payment difficulties, the authority to resell and collect the claims assigned to us shall automatically expire. 7.6 The customer shall keep the items subject to our (co-)ownership in safe custody for us free of charge with the diligence of a prudent businessman and insure them against fire, burglary and other usual risks. The buyer hereby assigns to the seller the claims arising from a case of damage, in particular against the insurance company, to secure his claims up to the amount of his claim.

7.7 The customer shall notify us immediately of any seizure or any other impairment of our property rights by third parties and confirm the property right in writing both to the third parties and to us. The customer shall bear any costs remaining to us despite a victory in any ensuing legal dispute.

7.8 The filing of an application for the opening of insolvency proceedings, the submission of an affirmation in lieu of an oath in accordance with § 807 of the German Code of Civil Procedure (ZPO) or the discovery of a significant deterioration in the financial circumstances of the customer, which would represent a serious threat to our claim for payment and would entitle us to withdraw from the contract, shall entitle us to take back the goods; in this case, the customer agrees to return the goods now itself. If we take back the goods, the parties agree that we will compensate or charge the customer for the usual sales value when taking back the goods. Taking back the goods shall only constitute a withdrawal from the contract if this is expressly declared by us. The costs incurred by us as a result of taking back the goods (in particular transport costs) shall be borne by the customer. The customer may only demand the delivery of goods returned without an express declaration of withdrawal after full payment of the purchase price and all costs.

7.9 The securities to which we are entitled shall not be recorded insofar as the value of our securities exceeds the nominal value of the claims to be secured by 20%. The customer may demand the express release of delivered goods from the reserved property until the excess security no longer exceeds 20%.

8. Prices and payment

8.1 Our prices are quoted in EURO ex works. All price quotations are exclusive of the value added tax valid on the day of delivery.

8.2 Unforeseen raw material, wage, material and energy costs for which we are not responsible entitle us to corresponding price adjustments of up to 5% if there are at least four (4) weeks between the conclusion of the contract and the expected delivery. In the case of partial deliveries, each delivery may be invoiced separately.

8.3 If no other payment agreement has been made in writing, our invoices shall be due immediately and payable without deduction. The buyer shall be in default of payment at the latest fourteen days after receipt of the goods and receipt of an invoice or equivalent payment schedule. We shall be entitled, despite any provisions of the customer to the contrary, to set off payments against the customer's older debt first. If costs and interest have already been incurred, we shall be entitled to set off the payment first against the costs, then against the interest and finally against the main service.

8.4 We are not obliged to accept bills of exchange, cheques and other promises of payment; their acceptance is always on account of service. In case of payment by cheque, payment shall not be deemed to have been made upon receipt of the cheque by the seller, but only upon its irrevocable encashment; the same shall apply in case of direct debit or direct debit procedures. 8.5 The date of receipt of payment shall be the date on which the amount is received by us or credited to our bank account. In the event of default in payment by the customer, we shall be entitled to charge interest at a rate of 6% p.a. above the base rate for the duration of the default. The right to assert further claims for damages shall not be limited thereby.

8.6 If there are justified doubts as to the customer's inability to pay (e.g. if the customer ceases payment or if insolvency proceedings are initiated against the customer's assets or if bills of exchange or cheques are not honoured or if, in case of agreed instalment payments, the customer is in arrears with an amount exceeding one instalment or with the payment of another claim that is due), all existing claims against the customer arising from this and other contracts shall become due immediately. Further deliveries from this contract or from other contracts may be made dependent on a prior security deposit or a step-by-step payment against delivery. If the buyer refuses to pay the purchase price without legal grounds, we may also withhold further deliveries and, after setting a reasonable deadline, demand compensation for damages instead of performance or reimbursement of futile expenses. The right to withdraw from the contract remains unaffected by this.

8.7 We do not pay interest on advance payments or payments on account.

8.8 The customer is only entitled to offset or withhold payments if his counterclaim is undisputed by us or has been legally established. The customer may only exercise a right of retention if his counterclaim is based on the same contractual relationship.

9. Claims due to defects

9.1 We shall only be liable for defects in the goods delivered by us in accordance with the following provisions:

9.2 The customer shall duly fulfil his inspection and complaint obligations pursuant to § 377 of the German Commercial Code (HGB). Defects which are readily recognisable upon due and proper inspection and examination must be notified to the seller in writing immediately after a delivery, unless shorter periods are applicable. Otherwise, the buyer shall not be entitled to claims for defects of any kind unless the seller has fraudulently concealed the defect.

9.3 Notices of defects shall only be recognised by us as such if they have been notified in writing. Complaints made to field staff or carriers or other third parties do not constitute complaints in due form and time.

9.4 In case of deliveries of defective goods, we must first be given the opportunity to sort out the defect and to rectify the defect or make a subsequent delivery before commencing production (processing or installation), unless this is unreasonable for the customer. If we are unable to do so or if we do not comply immediately, the customer may return the goods at our risk. In urgent cases, the customer may, after consultation with us, remedy the defect himself or have it remedied by a third party at our expense.

9.5 If the defect is not detected until after the start of production despite observance of the obligation pursuant to clause 9.2, the customer may demand subsequent performance (at our discretion either by rectification or by replacement).

9.6 In the event of a replacement delivery, the customer is obliged to return the defective item upon request.

9.7 A claim for rescission of the contract or reduction of the purchase price shall only exist if the defect cannot be remedied within a reasonable period of time, the subsequent performance is associated with disproportionate costs, is unreasonable or is deemed to have failed for other reasons. In the event of only minor defects, however, the customer shall not be entitled to withdraw from the contract.

9.8 If there are complaints, the customer shall immediately give us the opportunity to inspect the goods that he has complained about; in particular, the goods complained about shall be made available to us upon request and at our expense. In the event of unjustified complaints, we reserve the right to charge the customer for transport costs and the cost of inspection. 9.9 Claims due to defects do not exist if the defect is due to the violation of operating, maintenance and installation instructions, unsuitable or improper use or storage, faulty or negligent handling or assembly, natural wear and tear or tampering with the delivery item by the customer or third parties.

9.10 The customer shall not be entitled to the aforementioned claims for products that we do not deliver as new goods as agreed.

10. Liability

10.1 We shall be liable for claims for damages of all kinds, in particular also from culpa in contrahendo, breach of duty and tort (§§ 823 ff BGB), only insofar as we, our employees or vicarious agents are guilty of intent or gross negligence.

10.2 In the event of damage resulting from injury to life, limb or health, guarantees or the breach of material contractual obligations, we shall also be liable for slight negligence. In the event of a breach of material contractual obligations, our liability shall be limited to the foreseeable, direct average damage typical for the type of goods. The foregoing provision shall also apply to breaches of duty on the part of our employees and vicarious agents.

10.3 We shall be liable for infringements of industrial property rights in accordance with the above provisions if and to the extent that such industrial property rights are infringed when our goods are used in accordance with the contract, which are valid in the Federal Republic of Germany and published at the time of our delivery. This shall not apply insofar as we have manufactured the delivery items according to drawings, models or other equivalent descriptions or information provided by the customer and do not know or, in connection with the products developed by us, did not have to know that industrial property rights would be infringed thereby.

10.4 Our liability under the provisions of the Product Liability Act shall remain unaffected by the above provisions.

10.5 The limitation period for claims based on defects of the delivered products is 1 year from acceptance of the products, but no more than 14 months from the transfer of risk, unless acceptance is delayed for reasons for which the customer is not responsible. This does not apply to an item that has been used for construction in accordance with its customary use and has caused the construction to be defective; in this case, the limitation period does not start until after 5 years. Claims for damages according to 10.1 and 10.2 are excluded.

10.6 The claims for reduction and the exercise of a right of withdrawal are excluded insofar as the claim for subsequent performance is time-barred.

10.7 Claims arising from manufacturer's redress shall remain unaffected by this section. 10.8 For the rest, our liability is excluded.

11. Place of performance, place of jurisdiction, other agreements

11.1 The customer is only entitled to assign his claims arising from the contractual relationship with our prior consent.

11.2 The place of performance for all claims arising from the business relationships, in particular from our deliveries, is the respective location from which the delivery is carried out.

11.3 The place of jurisdiction for all claims arising from the business relationships, in particular from our deliveries, is the place of the registered office of BeLi GmbH. This place of jurisdiction shall also apply to disputes related to the formation and validity of the contractual relationship. However, we are also entitled to sue the customer at the courts having jurisdiction for the customer's registered office.

11.4 The law of the Federal Republic of Germany shall apply exclusively, under exclusion of its private international law, insofar as it refers to the applicability of another legal system. The application of the Uniform UN Sales Law (Convention of Contracts for the International Sale of Goods) is excluded.

Date 11/2011

Legal notice & GTC

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GTC

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