Murtfeldt Kunststoffe GmbH & Co. KG

CONDITIONS

Terms of Service

for deliveries and services

the company JOMATIK GmbH

Jopestraße 14, 72072 Tübingen

§ 1 SCOPE

Our conditions of sale apply exclusively. Conditions deviating from our terms of sale are not valid unless expressly agreed in writing. Such consent is only valid for an individual case, not for earlier or future deliveries and services.

§ 2 SERVICES

The scope of the contractual service results from the service description as well as from the related information in the order confirmation. Subsidiary agreements that change the scope of the contractual services require an explicit confirmation.

§ 3 CONSTITUTION OF THE CONTRACT

The order is a binding offer. We can accept this offer at our discretion within 10 calendar days by sending an order confirmation or by sending the ordered goods to the customer within this period.

§ 4 CONFIDENTIALITY

Both parties, contractor (JOMATIK GmbH) and client (customer) undertake to treat confidential business and technical information received from the other party in strictest confidence and to use it exclusively for the purposes of the contract. This restriction does not apply to information that has been shown to be public or known to the recipient at the time of release, or published after release to the recipient, without the recipient being responsible for it. Each party agrees that the terms of this confidentiality clause will be respected by its employees, vicarious agents or advisers, even after termination of the contractual relationship between the party and such employees, agents or advisers. The recipient shall notify the holder without delay if he has already been aware of any confidential information provided by the holder, if he has made known any information that the holder considers confidential, or if he will be required by a court, public authority or third party to provide confidential information. This confidentiality clause remains effective even after the contract has ended.

Technical documents, cost estimates, drawings and calculations, which are provided to the purchaser in the course of the order initiation negotiations and the performance of the contract, may not be used by the purchaser for other purposes, reproduced or made available to third parties. Ownership and other rights to such documents are reserved by JOMATIK GmbH. In the event that the purchaser uses such documents without being entitled to JOMATIK GmbH, JOMATIK GmbH is entitled to demand immediate surrender and assert claims for damages.

§ 5 PRICES AND PAYMENT

1. The statutory value added tax is not included in the prices of JOMATIK GmbH, but is shown separately and separately in the invoice amount on the invoice date.

2. Unless otherwise stated in the order confirmation, our prices are ex works. Assembly, commissioning, packaging, freight, export clearance and insurance are charged to the customer separately. Likewise, the purchaser is obliged to reimburse JOMATIK GmbH for the costs of taking back transport and sales packaging, insofar as he does not supply them to recovery. The reimbursement also intervenes, as far as the JOMATIK GmbH is legally obliged to take back. JOMATIK GmbH is responsible for shipping, packaging, export clearance and insurance, but at the expense of the customer. If the goods are dispatched to the purchaser at the request of the purchaser, the risk of accidental loss or accidental deterioration of the goods shall pass to the purchaser upon dispatch to the purchaser, at the latest when leaving the factory. This applies regardless of whether the shipment of goods occurs from the place of production or who bears the freight costs. The customer is also responsible for the entire import clearance.

3. Subsequent deliveries within the scope of the warranty shall be carried out free of charge for the customer to the original place of delivery of the defective delivery item; Additional costs for subsequent deliveries to another place of delivery shall be borne by the customer.

5. We reserve the right, in the case of contracts with an agreed delivery time of more than 4 months, to increase the prices in accordance with the material price increases that have occurred. If the increase is more than 15% of the agreed price, the customer has a right of termination. Our prices are valid for 30 calendar days.

§ 6 PERFORMANCE AND DELIVERY TIME, HIGHER VIOLENCE

1. Delivery and service dates are only binding if they are designated as such in writing. Their compliance presupposes the existence of all conditions for the delivery / service which are the responsibility of the customer. That is, the beginning of the delivery and service time specified by us assumes that all commercial and technical questions between the parties have been clarified and the customer has fulfilled all his obligations, such as Submission of the required official certificates or permits or the performance of a deposit. If this is not the case, the delivery time will be extended accordingly. The exception of the unfulfilled contract remains reserved. The observance of the delivery period is also subject to the proviso that we ourselves were supplied correctly and on time by our suppliers. We immediately inform you of any delays that have become apparent. In case of doubt, our delivery time is met as soon as we have declared readiness for shipment or the delivery item has left our house.

2. Delays in delivery and delivery due to force majeure and / or events that make our performance considerably more difficult or impossible, e.g. Operational disruptions, material procurement difficulties, official orders, etc. entitle us to postpone the delivery for the duration of the hindrance plus a reasonable start-up time or to withdraw from the contract in whole or in part because of the unfulfilled part. Force majeure is an unavoidable event such as Natural disasters of all kinds, especially storms, earthquakes, floods, volcanic eruptions, but also fire, traffic accidents, hostage-taking, war, unrest, civil war, revolution, terrorism, sabotage, strikes, if they take place at a third party, atomic / nuclear accidents or in the industrial sense Machine damage / production disruptions, power outages during line interruptions or similar.

3. Furthermore, we will not be in default until the customer has set a period of grace of at least 1 month in writing. In case of default, our liability for damages is limited to cases of gross negligence and limited to an amount of 10% of the order value. In addition, claims, in particular claims for damages of any kind, are excluded. Claims arising from intent remain unaffected.

4. If the purchaser is in default of acceptance or culpably violates other obligations to cooperate, we shall be entitled to demand compensation for any damage incurred, including any additional expenses. Further claims are reserved. If the above conditions are met, the risk of accidental loss or accidental deterioration of the purchased item shall pass to the customer at the time when the latter is in default of acceptance or payment.

5. In the event of default of acceptance by the purchaser, we reserve the right to store the delivery items at the expense of the purchaser and to sell them to third parties by way of self-help sales.

§ 7 SETTLEMENT AND RETENTION LAW

The purchaser is only entitled to set-off, retention or reduction, even if complaints or counterclaims are asserted, if his counterclaims have been legally established, or if we expressly agree.

§ 8 WARRANTY

1. If there is a defect for which we are responsible, we shall be entitled, at our discretion, to remedy the defect or to replace it. In the case of the elimination of the defect, we are obliged to bear all expenses necessary for the purpose of correcting the defect, in particular transport, travel, labor and material costs, insofar as these do not increase as a result of the purchased item being moved to a place other than the place of performance has been.

2. If the defect elimination fails, or we are not willing or unable to remedy the defect or replacement, or if it is delayed beyond reasonable deadlines, for reasons for which we are responsible, the purchaser is entitled to rescind the contract or to demand a reduction of the purchase price.

3. Further claims of the purchaser, in particular claims for damages including loss of profit or other financial losses of the purchaser are excluded.

4. The above limitation of liability does not apply insofar as the cause of the damage is based on intent or gross negligence.

5. If an essential contractual obligation is violated, our liability is limited to the order value.

6. The warranty period is 6 months from delivery of the purchased item. The same period also applies to claims for compensation for consequential damages, unless claims are made in tort.

§ 9 PROPERTY AND LEGAL

The rights of the purchaser in the case of material or legal defects are excluded insofar as the delivery item deviates only insignificantly from specifications and / or the suitability of the delivery item for the owed use is only insignificantly limited. The purchaser must examine the delivery items immediately and notify defects or deviations (in particular quantity or generic deviations) without delay. In the event of a breach of the complaint obligation, the delivery item shall be deemed approved as delivered. The rights of the purchaser in the case of defects in quality or title are excluded if the purchaser uses the object of delivery for a purpose other than that specified by the contract or contrary to statutory provisions or deviating from the material data, without written consent of JOMATIK GmbH edited or modified or in a kind which is not expressly approved by the manufacturer of the object of delivery for such use, unless the aforementioned circumstances did not cause the defect.

§ 10 LIABILITY

A contractual or non-contractual liability for damages on the part of JOMATIK GmbH exists only if the damage is due to gross negligence or intent. For the culpable injury of life, limb or health of a natural person the JOMATIK GmbH is liable according to the legal regulations. In addition, JOMATIK GmbH is liable in accordance with the statutory provisions, albeit limited to the amount of the order value. Limitations of the liability of JOMATIK GmbH agreed in the contract or these conditions also apply to the possible personal liability of the organs, employees or vicarious agents of JOMATIK GmbH.

§ 11 OWNERSHIP

1. We reserve the ownership of the delivered goods until complete payment of all claims from the delivery contract. This also applies to all future deliveries, even if we do not always expressly refer to them. We are entitled to take back the goods if the customer behaves contrary to the contract.

2. The purchaser is obliged, as long as the property has not yet been transferred to him, to treat the purchase or factory property with care. In particular, he is obliged to insure these at his own expense against theft, fire and water damage sufficiently to the replacement value. If maintenance and inspection work has to be carried out, the customer has to carry it out on time at his own expense. As long as the ownership has not been transferred, the purchaser must notify us immediately in writing if the delivered object is seized or subjected to other interventions by third parties. Insofar as the third party is not in a position to reimburse us for the legal and out-of-court costs of a claim in accordance with § 771 ZPO, the customer is liable for the loss incurred by us.

3. The customer is entitled to resell the reserved goods in the normal course of business. The purchaser hereby assigns the claims of the customer from the resale of the reserved goods to us in the amount of the final invoice amount agreed with us (including value added tax). This assignment applies regardless of whether the purchased item was resold without or after processing. The customer remains authorized to collect the claim even after the assignment. Our power to collect the claim ourselves remains unaffected. However, we will not collect the claim as long as the purchaser fulfills his payment obligations from the proceeds received, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed or payment has ceased.

4. The processing and conversion or transformation of the subject matter of the contract by the customer is always named and on behalf of us. In this case, the right of expectancy of the purchaser of the purchase or work thing continues to the reformed thing. If the purchase or work is processed with other objects not belonging to us, we acquire the co-ownership of the new object in proportion of the objective value of our purchased or work thing to the other processed objects at the time of processing. The same applies to the case of mixing. If the mixing takes place in such a way that the item of the customer is to be regarded as the main item, it shall be deemed agreed that the customer transfers co-ownership to us in terms of value and secures the resulting sole ownership or co-ownership for us. To secure our claims against the purchaser, the purchaser also assigns to us such claims which accrue to him from a third party as a result of the combination of the reserved goods with a property; We already accept this assignment.

5. We undertake to release the securities to which we are entitled upon request of the customer, insofar as their value exceeds the claims to be secured by more than 40%.

§ 12 FINAL PROVISIONS

1. This contract and the entire legal relationships of the parties are subject to the laws of the Federal Republic of Germany to the exclusion of the UN Sales Convention (CISG).

2. The place of fulfillment and exclusive place of jurisdiction for all disputes arising from this contract is our place of business, unless the order confirmation states otherwise.

3. All agreements made between the parties for the purpose of executing this contract are set out in writing in this contract.

4. Should individual provisions of this contract be or become ineffective or contain a gap, the remaining provisions shall remain unaffected. The parties undertake to replace the ineffective provision with such legally permissible provision that comes closest to the economic purpose of the invalid provision or fills in this gap.

5. All disputes of the parties shall be settled in accordance with the Arbitration Agreement, which may be requested at any time and forms part of these Terms and Conditions. For the appointment of the arbitral tribunal, each party shall designate an arbitrator to agree on a further arbitrator as chairman. The rest is regulated by the arbitration agreement. In addition, the rules of arbitration of D.I.S. (German Society of Arbitration). Arbitration is Tübingen. As of July 2014