General Terms and Conditions of Sale

of Meta Bearings Distribution GmbH, Max-Eyth-Straße 8, 35394 Gießen

§ 1 General

(1) All deliveries and other services are subject exclusively to the following terms and conditions of sale and delivery; they apply only to entrepreneurs within the meaning of § 310 para. 1 in conjunction with § 14 of the German Civil Code.
(2) Deviating terms and conditions of the buyer, which the seller does not expressly acknowledge, are not binding, even if the seller does not expressly object to them.
(3) The inclusion and interpretation of these terms and conditions of sale and delivery, as well as the conclusion and interpretation of legal transactions with the buyer, shall be governed exclusively by the law of the Federal Republic of Germany. The application of the uniform law on the conclusion of international sales contracts for movable goods, the uniform law on the international sale of movable goods of the UN Sales Convention is excluded.
(4) The invalidity of individual provisions of this contract or its components shall not affect the validity of the remaining provisions. Within the bounds of what is reasonable, the contracting parties are obligated in good faith to replace an invalid provision with a valid provision that comes as close as possible to its economic success, provided that this does not lead to a significant change in the content of the contract; the same applies if a matter requiring regulation is not expressly regulated.
(5) The place of performance for all obligations arising directly or indirectly from this contractual relationship, including the obligation to pay, is the registered office of the seller.
(6) The place of jurisdiction is the court responsible for the seller's registered office, provided that the buyer is a merchant. The seller is also entitled to bring an action before a court that has jurisdiction over the buyer's registered office or a branch office.

§ 2 Offers, Scope of Services and Conclusion of Contract

(1) Contract offers from the seller are subject to change.
(2) The order confirmation of the seller is exclusively decisive for the scope of the contractually owed service.
(3) The seller reserves the right to make changes to the design, material selection, specification and construction even after sending an order confirmation, provided that these changes do not contradict either the order confirmation or the buyer's specification. Furthermore, the buyer shall agree to further modification proposals of the seller, insofar as these are reasonable for the buyer.
(4) Partial deliveries are permitted.
(5) The documents on which the offer or the order confirmation is based, such as illustrations, drawings, dimensions and weight specifications, are generally only to be understood as approximate values, unless they are expressly designated as binding.

§ 3 Prices and Terms of Payment

(1) The prices are exclusive of packaging and other shipping and transport expenses. The packaging will be charged at cost and only taken back if the seller is obliged to do so by mandatory legal regulations. The minimum order value is Euro 50.00. Orders with a lower order value will be charged at this price.
(2) Payment must be made within 30 days. In the event of late payment or exceeding the payment deadline, the usual credit bank interest rates are to be paid without the need for a reminder. Bills of exchange or checks are generally only considered payment upon redemption. Representatives are not authorized to collect payments.
(3) If more than 4 months lie between the conclusion of the contract and delivery, without a delay in delivery on the part of the seller for which the seller is responsible, the seller may increase the price appropriately, taking into account material, wage and other ancillary costs incurred and borne by the seller. If the purchase price increases by more than 40%, the buyer is entitled to withdraw from the contract.
(4) If the seller takes into account change requests of the buyer, the resulting additional costs will be invoiced to the buyer.
(5) In the event of culpable exceeding of the payment deadline, interest will be charged at a rate of 8% above the respective applicable base interest rate, subject to the assertion of further claims.

§ 4 Offsetting and Retention

Offsetting and retention are excluded, unless the offsetting claim is undisputed or legally established.

§ 5 Delivery Period

The indication of a delivery date is made to the best of our judgment and shall be extended appropriately if the buyer delays or fails to perform necessary or agreed acts of cooperation. The same applies to measures in the context of labor disputes, in particular strikes and lockouts, as well as the occurrence of unforeseen obstacles that are beyond the control of the seller, e.g. delivery delays of a supplier, traffic and operational disruptions, material or energy shortages, etc. Changes to the delivered goods caused by the buyer also lead to a reasonable extension of the delivery period.

§ 6 Transfer of Risk

The risk passes to the buyer as soon as the seller has made the goods available to the buyer and notifies the buyer of this.

§ 7 Retention of Title

(1) The seller retains ownership of the delivered goods until full payment has been made. The retention of title also applies until all claims, including future and conditional claims, arising from the business relationship between the buyer and the seller have been fulfilled.
(2) The buyer is not entitled to assign or pledge the goods as security, but is entitled to resell the reserved goods in the ordinary course of business. He hereby assigns the resulting claims against his business partners to the seller.
(3) If the goods are processed or processed by the buyer, the retention of title also extends to the entire new item. The buyer acquires co-ownership to the fraction that corresponds to the ratio of the value of his goods to that of the goods delivered by the seller.
(4) If the value of all securities existing for the seller exceeds the existing claims by more than 10% on a sustained basis, the seller will release securities at the buyer's request at the seller's discretion.
(5) The seller is entitled to assert the rights of retention of title without withdrawing from the contract.

§ 8 Claims for Defects

(1) If the purchase is a commercial transaction for both parties, the buyer must inspect the goods immediately after receipt, but at the latest within 3 working days, insofar as this is practicable in the ordinary course of business, and, if a defect is found, notify the seller immediately. If the buyer fails to give such notice, the goods shall be deemed approved, unless the defect was not recognizable during the inspection. Otherwise, §§ 377 et seq. HGB apply.
(2) The claims for defects are limited to subsequent performance. If the subsequent performance fails, the buyer has the right to demand, at his option, a reduction of the remuneration or rescission of the contract.
(3) Further claims of the buyer, unless these result from a guarantee, are excluded. This does not apply in the case of intent, gross negligence or breach of essential contractual obligations of the seller.
(4) The claims for defects expire one year after delivery of the purchased item.

§ 9 Advice

Advice relating to the delivery item is provided to the best of our knowledge in accordance with the state of the art. However, these are only to be regarded as non-binding recommendations. Claims for damages of any kind and for any reason whatsoever cannot be made; also not for any replacement procurements.

§ 10 Liability

Claims for damages by the buyer are excluded. This does not apply in the case of intent, gross negligence, breach of essential contractual obligations of the seller or assumption of guarantee.

§ 11 Restriction of Use

The products delivered by us are not developed and intended as standard for installation in the fields of aerospace and the radiation areas in front of nuclear facilities within the meaning of the Atomic Energy Act. Should these standard products nevertheless be installed in the aforementioned areas, we reject any liability for any damage in the event of damage, unless there is a written consent on our part in exceptional cases.

§ 12 Business Closure

In the event of business closure or suspension of the composition or bankruptcy proceedings or the liquidation of the buyer, we are entitled to the right of sale to the stocks of goods delivered by us, even if these should have been processed in the meantime.

§ 13 Assignment to Third Parties

The buyer is not entitled to assign claims from the contract to third parties without the written consent of the seller. The buyer acknowledges these conditions with their receipt as binding for existing and future business relationships.