General Terms and Conditions (AGB)

1. General, scope of application

1. General terms and conditions of themicfil Ultra Fine Filters Ltd. (AGB) apply exclusively. We do not accept any conflicting or deviating terms and conditions of the client, unless we have agreed to their validity in writing.

2. Our General Terms and Conditions shall also apply to all future transactions with the customer without the need for a renewed reference to our General Terms and Conditions.

2. Offers

1 We shall be bound by our offers for a period of four weeks from the date of the offer.

2 If the customer places an order with us, he shall be bound by his order for four weeks. Orders require our written confirmation to be legally effective.

3. we reserve the ownership, copyright and other rights to the documents belonging to our offer. The documents may only be made accessible to third parties with our consent.

3. Prices – Terms of payment

1. Our prices are in EURO (€) ex works Germany. Costs for packaging and transport, for deliveries abroad also customs and other fees, are borne by the customer.

2. In the case of call-off orders and contracts which provide for delivery of our products for a period of more than four months, our prices valid on the day of delivery shall apply.

3. The statutory value-added tax is not included in our prices and is shown separately in the invoice at the statutory rate on the day the invoice is issued.

4. If more than 4 months elapse between the date of conclusion of the contract and the date of delivery without this being due to a delay in delivery for which we are responsible, and if our valid price list has changed during this time, we may demand the list price valid on the date of delivery instead of the agreed purchase price. We will send the buyer a correspondingly amended order confirmation before delivery. In this case the buyer can withdraw from his order with regard to the goods for which the price has been increased. He must declare his withdrawal in writing no later than 5 working days after receipt of the amended order confirmation. This is only valid in the form of a fax, es or in writing sent by post.

5. Value added tax at the statutory rate shall be added to our prices. In the case of

If the value added tax changes, we are entitled to adjust our prices accordingly.

6. Our invoices are due for payment upon receipt by the recipient.

7. the customer is only entitled to offset counterclaims if these are undisputed or have been legally established.

8. If, after conclusion of the contract, we become aware of circumstances which are likely to give rise to justified doubts as to the creditworthiness of the customer (non-redemption of a cheque or bill of exchange, individual compulsory enforcement, filing of an insolvency petition), we shall be entitled, at the customer’s option, to demand payment of the remuneration or the provision of securities in the amount of the remuneration to be paid by the customer concurrently with our performance. If the customer is unable to provide security within 14 days of receipt of a corresponding request, we shall be entitled to withdraw from the contract. Otherwise, we shall only be obliged to provide further services concurrently with the payment of the remuneration or the provision of securities in the amount of the remuneration to be paid by the customer.

4. Delivery

1. A dispatch always takes place on calculation and danger of the client. If dispatch is delayed for reasons for which the customer is responsible, the risk shall pass to the customer upon notification of readiness for dispatch.

2. We are entitled to render our services in partial performances and to invoice them as far as this is reasonable for the client.

3. We reserve the right to make customary deviations in the quality, dimensions and colour of our goods due to material and production conditions. We reserve the right to excess or short deliveries of up to 10%, unless expressly agreed otherwise.

5. Delivery period

1. an agreed delivery period shall commence after provision of any documents, approvals, releases to be obtained by the customer and after receipt of any agreed down payment.

2. If the customer requests one of our services within a certain period, an express agreement is required. We are not obliged to check material provided to us to determine whether the customer has a deadline or other obligations towards third parties.

3. Agreed delivery periods shall be extended, even within a delay in delivery, in the event of force majeure, industrial disputes and operational disruptions for which we are not responsible. Agreed delivery periods are subject to the proviso that we have received from our supplier are supplied on time. If this is not the case, they shall be extended accordingly.

In the event of order changes which are agreed between the customer and us after conclusion of the contract and which influence the delivery period, an agreed delivery period shall be extended by a reasonable amount.

6. Retention of title

We reserve the right of ownership of the goods delivered by us until the purchase price and all ancillary claims have been paid in full.

2. if the customer is an entrepreneur, we reserve title to the goods delivered by us until all claims against the customer arising from the business relationship have been settled.

3. In the event of seizures, other interventions by third parties or changes in ownership of the object of purchase, the customer shall notify us immediately in writing. Enforcement officers or third parties must be informed of our ownership.

4. Insofar as the third party is not in a position to reimburse us for the judicial and extrajudicial costs of enforcing the suspension of access and the replacement of the object of purchase, the customer shall be liable for the loss incurred by us.

5. If the customer is authorised in individual cases to resell the goods acquired by us in the ordinary course of business, he hereby assigns to us all claims in the amount of the final invoice amount including value-added tax which accrue to him from the resale against his customers or third parties. The customer remains authorised to collect these claims even after the assignment. Our authority to collect the claims ourselves shall remain unaffected thereby. However, we undertake not to collect the claims as long as the customer fulfils his payment obligations to us from the collected proceeds, in particular as long as he is not in default of payment and no petition for the opening of insolvency proceedings has been filed or payments have been suspended. If this is the case, however, we can demand that the customer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment.

6. The processing or transformation of the object of purchase by the customer shall always be carried out for us. If the object of purchase is processed with other objects not belonging to us, we shall acquire co-ownership of the new object in the ratio of the value of the object of purchase to the other processed objects at the time of processing.

7. If the object of purchase is inseparably mixed with other objects not belonging to us, we shall acquire co-ownership of the new object in the ratio of the value of the object of purchase to the other mixed objects. The customer shall hold the co-ownership in safe custody for us.

8. We undertake to release the securities to which we are entitled at the customer’s request to the extent that the realisable value of our securities exceeds the claims to be secured by more than 50%. The choice of the securities to be released shall be incumbent upon us.

7. Subcontractors

We are entitled to place orders with third parties in whole or in part. This shall not affect our obligations towards the customer.

8. Warranty

1 We provide a warranty in accordance with the statutory provisions, unless otherwise agreed below.

2. the customer shall immediately inspect the goods and services supplied by us for contract identity, freedom from defects and completeness and, if deviations or defects become apparent, shall immediately notify us thereof. If the customer fails to notify us, our goods or services shall be deemed to have been approved unless the defect was not identifiable during the inspection. If such a defect is discovered later, the customer must notify us of this immediately after discovery; otherwise our goods or services shall be deemed to have been approved also with regard to this defect. If our goods or services are deemed to have been approved, the customer shall also be excluded from recourse claims according to §§ 437 ff., 478 BGB (German Civil Code).

3. We can refuse the type of subsequent performance chosen by the customer without prejudice to § 275 Para. 2 and 3 BGB if it is only possible with disproportionate costs. In this case, the customer’s claim for subsequent performance shall be limited to the other type of subsequent performance; our right to also refuse such subsequent performance if it is only possible at disproportionate costs shall remain unaffected.

4. Minor defects shall in no case entitle the client to withdraw from the contract.

5. If we discover that a defect in the item delivered by us claimed by the customer is due to the defectiveness of an item delivered by one of our suppliers, we shall notify the customer of this in writing and assign our warranty and recourse claims against the supplier to the customer. In this case, the customer can only assert warranty and recourse claims against us if he has previously asserted warranty and recourse claims against our supplier without success.

6. If we establish that a defect claimed by the customer does not actually exist or that the delivery item has been modified in a manner not approved by us and the damage has arisen as a result or that the damage has been caused by improper use of the goods, we shall be entitled to claim compensation.

If the defect is caused by the use of the goods, their handling or wear and tear, the customer shall be obliged to reimburse us for the costs of the attempt to remedy the defect, in particular costs for working time and material as well as travel expenses. We charge € 90.00 per man-hour plus VAT at the respective statutory rate. We reserve the right to assert higher costs. The client has the right to prove that we have incurred no or less damage.

7. Warranty claims of the customer are subject to a limitation period of one year. The statute of limitations begins with the delivery of goods with their delivery and with the acceptance of the work for work performances. Recourse claims of the customer against us according to §§ 437ff., 478 BGB expire according to § 479 BGB. If we erect a building or a work, the success of which consists in the provision of planning or monitoring services for this, the warranty claims according to § 634a BGB become statute-barred in five years beginning with the acceptance of the work.

8. We exclude any warranty for the delivery of used goods.

9. COMPENSATION FOR DAMAGES – RESCISSION

1. If we violate an obligation arising from the contractual obligation or if we do not render the due service or do not render it as owed, the customer may demand compensation for the resulting damage in accordance with the statutory provisions.

2. If we do not perform a due service or do not perform it in accordance with the contract, the customer may withdraw from the contract in compliance with the statutory provisions. If we have already effected a partial performance, the customer may withdraw from the entire contract if he has no interest in the partial performance.

3. The customer may not withdraw from the contract if our breach of duty is insignificant.

4. Notwithstanding the statutory provisions, we shall be entitled to withdraw from the contract if

a) the customer behaves contrary to the contract and the breach of duty is substantial, b) the customer has made false statements about his creditworthiness orc) the service owed by us is not available. In this case, we undertake to inform the customer immediately of the non-availability and to reimburse the customer for any counter-performance without delay.

10. Third Party Rights

If a third party asserts to the customer that one of our services infringes his rights, the customer shall notify us immediately, comprehensively and in writing and give us the opportunity to defend the asserted claims.

11. Liability

1. We shall be liable for all damage caused by us or our executive employees intentionally or through gross negligence.

2. We shall also be liable for the culpable breach of essential contractual obligations insofar as a breach of these endangers the achievement of the purpose of the contract.

3. We shall also be liable for damages resulting from injury to life, body or health which are based on a culpable breach of duty by us or on a culpable breach of duty by one of our legal representatives or one of our own vicarious agents.

4. All other claims for damages against us, in particular due to delay or breach of duty as well as non-contractual claims, also due to loss of profit, loss of savings, loss of use advantages, failed expenses, indirect damages and consequential damages are excluded.

5. Possible claims for damages are furthermore limited in amount to the damage foreseeable at the time of conclusion of the contract; claims which arise as a result of the realisation of excess risks not foreseeable for us cannot be asserted.

This limitation does not apply in the case of damages resulting from injury to life, body or health which are based on a culpable breach of duty by us or on a culpable breach of duty by one of our legal representatives or one of our companies’ own vicarious agents of the user.

6. Our statutory liability for injury to health or life and under the law on liability for defective products (Product Liability Act) shall remain unaffected by the above clauses.

12. Secrecy

The contracting parties mutually undertake to keep all trade secrets obtained within the framework of the contractual relationship secret without restriction and not to disclose them to third parties. All information about the operational circumstances of the other party to the contract shall be deemed to be trade secrets unless the other party itself publishes such information. These obligations shall continue to exist beyond the term of the contract.

13. Novelty protection

The exchange of information of any kind between the parties shall in no case create a novelty harmfulness under Sec. 3 Patent Law, Art. 54 of the European Patent Convention or corresponding provisions of the patent laws of other countries.

14. References

We are entitled to name the client as a reference customer.

15. Place of Jurisdiction – Place of Performance – Choice of Law

1. Place of jurisdiction is Mosbach

2. Place of performance is Mosbach, Germany

3. German law shall apply exclusively to all legal relationships between the customer and us. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

16. Other – Salvatoresche Clause

1. No oral ancillary agreements have been made.

2. Should a provision of the contract, a provision incorporated into it in the future or a provision of these terms and conditions be invalid or unenforceable in whole or in part or lose its validity or enforceability later or should a loophole become apparent, this shall not affect the validity of the remaining provisions. In this case, the contracting parties agree that the invalid and unenforceable provision shall be replaced or the gap filled by the validity of the statutory provisions.

Status: December 2016


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