General Terms and Conditions of SALT GmbH

A. Scope
1. These terms and conditions are authoritative for all deliveries, services and offers. They are also applicable for any future business relations, regardless of whether or not this is specifically stated. These terms and conditions are considered accepted at the latest upon receipt of the goods or service. Counterconfirmations by the Purchaser based on his/her business or purchasing terms and conditions are hereby expressly excluded.
2. Deviations from these terms and conditions are only valid upon confirmation by the Supplier. 

B. Offer, order confirmation, scope of delivery
1. The offers made by the Supplier are without engagement and non-binding. Documentation accompanying the offer, e.g. diagrams, illustrations, weight and dimensional specifications and suchlike, are only approximate indications, insofar as they are not expressly designated as binding. Property and copyright laws of all offer documentation are reserved by the Supplier; they may not be reproduced or made accessible to third parties without the Supplier’s permission.
2. The written order confirmation of the Supplier is authoritative for the scope of delivery; should there be no written order confirmation, the offer will serve in its place. Any subsidiary agreements and changes require written confirmation by the Supplier.
3. In cases where orders are to be supplied immediately, an order confirmation will not be executed.
4. The regulations of the “Verband Deutscher Elektrotechniker” (Association of German Electrical Engineers) apply for electrical engineering-related material, insofar as they are relevant to the security of the delivery or service. 

C. Delivery times
1. The delivery time begins with the conclusion of the delivery contract, however not before furnishing of a possible order confirmation and not before provision by the Purchaser of the documentation, permits, releases or equipment supplies nor before receipt of the stipulated payment or requested prepayment.
2. The delivery time agreed upon is only to be seen as approximate unless expressly agreed upon otherwise by us in writing for a special case. The delivery time is considered complied with if the article of sale has left the factory or readiness for shipping has been communicated before the delivery time has expired.
3. The delivery time will be reasonably extended in the context of events relating to industrial disputes, in particular strikes and lockouts, or if unforeseen obstacles arise which lie outside the control of the Supplier, insofar as such obstacles are proven to exert significant influence on manufacture or delivery of the article of sale. This also applies if such circumstances arise at subcontractors. The Supplier is not liable for the circumstances described above if they arise during an already existing delay. The Purchaser is to be notified of the beginning and end of such obstacles as soon as possible.
4. Should the hindrance have a duration greater than 3 months, it is within the right of Purchaser to withdraw from the remaining unfulfilled part of the contract after an appropriate allotted grace period.
5. The Supplier is entitled at any time to provide partial deliveries and services. 

D. Shipment, transfer of risk and receipt
1. The type and route of shipping is selected according to the Supplier’s best judgment.
2. The risk is transferred to the Purchaser at the latest upon the shipment or pick-up of the supplied items and also in cases where the Supplier is responsible for other services, e.g. shipping costs or delivery and setup. This also applies for partial deliveries. The shipment is to be insured by the Supplier if so requested by the Purchaser.
3. Should shipping be delayed as a result of conditions out of the Supplier’s control, the risk is transferred to the Purchaser 10 days from the date of notification of readiness to ship. The Supplier is, however, obligated to provide the insurance requested by the Purchaser at the Purchaser’s expense.
4. Delivered items are to be accepted by the Purchaser notwithstanding the rights in Section E, even if insignificant defects are apparent. 

E. Liability for faulty delivery
The Supplier is liable for faulty delivery, service etc., which includes the lack of specified properties, as follows:
1. All such parts are to be repaired or replaced free of charge at the Supplier’s discretion, which are shown to be unusable or in a condition that considerably impairs their suitability for use within 24 months of the transfer of risk and which are caused by circumstances which are the responsibilities of the Supplier in effect before the transfer of risk. The discovery of such defects is to be notified immediately to the Supplier in writing. Replaced parts become the property of the Supplier.
2. In all cases, the right of the Purchaser to make claims arising from defects will come under the statute of limitations after 12 months, starting from the time of a timely reprimand, but no earlier than the expiration of the warranty period.
3. No liability is accepted for damages arising from the following causes: unsuitable or improper use, faulty installation or commissioning by the Purchaser or third parties, normal wear and tear, faulty or negligent handling, unsuitable operating material, replacement materials, faulty construction, unsuitable foundations, chemical, electrochemical or electrical influences, insofar as they cannot be traced to a fault of the Supplier.
4. To enable the Supplier to carry out all repair or replacement deemed necessary after fair judgment, the Purchaser must provide the required time and opportunity after consultation with the Supplier; else the Supplier is released from his/her liability.
5. Of the costs resulting through replacement, insofar as the claim is proved to be justified, the Supplier will carry the cost for the replacement including shipment.
6. The warranty period for the repair or replacement is 6 months. It extends to the end of the original warranty period of the article of sale, however. The period for defect liability of the article of sale is extended for the duration of interrupted production caused by the repair.
7. Any changes or repairs carried out by the Purchaser or third parties without the previous consent of the Supplier, voids the liability for any consequential damages.
8. Further claims of the Purchaser against the Supplier and his/her assistants, in particular a claim for remedy of damages other than those to the article of sale, are excluded to the greatest extent possible by law. 

F. Prices and payment
1. The prices are valid from the factory and are in EURO (€) if no other currency is specified. To this are added the costs of packaging, which are charged at factory cost and not taken back, and sales tax of the appropriate legal amount.
2. In lieu of a special agreement, payments are to be made via a paying agent within 30 days without delay from the date of invoice. Currency conversions are not acceptable means of payment.
3. Should the Purchaser fail to pay by the due date, notwithstanding further rights, the Supplier is entitled to demand interest of 5% p.a. on top of the basic interest rate without any further evidence.
4. The Purchaser may only withhold payment in case of legally valid counterclaims or counterclaims recognized by the Supplier and then only in an amount appropriate for the counterclaim. The same applies for offsetting with counterclaims by the Purchaser.
5. Should conditions for the Purchaser be such that granting of credit by the Supplier no longer seems justifiable (e.g. filing for reorganization or bankruptcy, moratorium, stoppage of payments, protest of a bill, enforcement of judgment, overdue payment), the Seller is entitled at any time to demand immediate prepayment in cash for remaining goods not yet delivered.
6. If the Purchaser is a private person or if the service is not performed in the commercial sector, the invoice or other documentary evidence from the receiver of the invoice must be retained for at least two years. 

G. Retention of ownership
1. The Supplier maintains ownership of the article of sale until all claims have been paid by the Purchaser to the Supplier according to the contract, including any future claims from contracts concluded later and the balance of a current account.
2. In case of behavior contrary to the terms of contract by the Purchaser, especially regarding payment arrears, the Supplier is entitled to take back the article of sale after dunning, and the Purchaser is obligated to surrender it. Should the Supplier take back or attach the item, a withdrawal from the contract is only in effect if expressly stated in writing by the Supplier and if the “Abzahlungsgesetz” (German Installment Purchase Law) does not apply. In case of attachments or other intervention by third parties, the Purchaser must notify the Supplier immediately in writing.
3. The Purchaser is obligated to insure the article of sale appropriately; the insurance rights have already been ceded to the Supplier.
4. The Purchaser is entitled to resell the article of sale in the course of ordinary business dealings. The Purchaser, however, hereby assigns to the Supplier all claims arising from resale of the article of sale to their customer or third parties, irrespective of whether resale takes place before or after conversion of the conditional goods. The Purchaser is also authorized to collect these claims after the assignment of claims. The Supplier’s right to collect the claim itself remains unaffected thereby. However, the Supplier undertakes not to collect the claims provided that the Purchaser comply with his/her payment obligations. The Supplier may require that the Purchaser disclose the claims assigned and the debtor in question, make all indications required for collection, surrender the relevant documents and notify debtors of such assignment of claims. Should the article of sale be resold together with other converted goods not belonging to the Supplier, the claim of the Purchaser against their customer is considered assigned for the delivery price agreed upon by the Supplier and the Purchaser.
5. Conversion or reorganization of conditional commodities will be made by the Purchaser for the Supplier. Should the conditional goods be converted with equipment other than that belonging to the Supplier, the Supplier acquires joint title to the new item in proportion to the value of the conditional goods compared with the other goods at the time of conversion. Incidentally, the same applies for the item resulting from conversion as for the conditional goods.
6. The Supplier undertakes to release the collateral which it holds upon the Purchaser’s request, insofar as the value thereof exceeds the claim to be secured by more than 25% if the claims have not yet been paid.
7. The retention of ownership and the securities to which the Supplier is entitled apply until he/she is fully released from contingencies and commitments to the Purchaser. 

H. Modifications to the construction
1. The Supplier reserves the right to modify the construction at any time. He/she is not obligated to make such modifications to products which have already been delivered, however. 

I. Right of the Purchaser to withdrawal or compensation
1. The Purchaser can withdraw from the contract if complete delivery by the Supplier is not possible before the transfer of risk. The same applies for inability of the Supplier. The Purchaser can also withdraw from the contract if, with an order of similar items, delivery of some items becomes impossible, and there is justified cause for refusing partial delivery. If this is not the case, the Purchaser can reduce the return service accordingly.
2. If the Supplier fails to meet the delivery obligations according to Section C of the terms of delivery, and if the Purchaser grants him/her an appropriate grace period under the express condition that he/she will refuse acceptance of the goods after expiration of this period, and if the grace period is not used, the Purchaser is entitled to withdraw from the contract.
3. Should the impossibility arise during the delivery delay or through the fault of the Purchaser, he/she is obligated to provide the return service.
4. Furthermore, the Purchaser is entitled to withdraw from the contract if the Supplier does not make good use of a granted period of grace for repair or replacement of a defect in accordance with the terms of delivery. The right of the Purchaser to withdraw from the contract also extends to inability of the Supplier to provide repair or replacement.
5. Damage compensation claims of all types, especially from a default in performance of the contract, from impermissible action, due to withdrawal of the Supplier pursuant to the following Section K and due to claims pursuant to E 8 of these terms and conditions are excluded. 

K. Right of the Supplier to withdrawal
1. In the event of unforeseen circumstances in the sense of Section C of the terms of delivery, insofar as they significantly alter the economic significance or the content of the service or have a significant effect on the Supplier’s operation and in the event of impossibility of performance coming to light later, the contract will be adapted accordingly. Inasmuch as this is not financially justifiable, the Supplier is entitled to withdraw totally or partially from the contract. The Purchaser is not entitled to claim for damages as the result of such withdrawal. If the Supplier wishes to make use of the right of withdrawal, he/she must inform the Purchaser of this without delay after ascertaining the extent of the occurrence and even if an extension of the delivery term had been agreed with the Purchaser. 

L. Place of jurisdiction, applicable law, privacy
1. If the Purchaser is a fully qualified merchant, a legal person under public law or public-law special assets, the place of jurisdiction is Heilbronn, Germany. The Supplier is also authorized to take legal action at the location of the executive branch or headquarters of the Purchaser.
2. The civil and commercial laws of Germany are authoritative.
3. The Purchaser and Supplier agree that personal data may be saved in accordance with the “BDSG” (German Federal Data Protection Act).
4. Should individual clauses of the delivery contract be or become ineffective, the remaining clauses remain in effect. The ineffective clause is to be replaced by an effective one which represents the meaning and purpose of the ineffective clause to the greatest degree possible.

SALT GmbH Brackenheim