General Terms and Conditions of Sale and Delivery

1.1 The following terms and conditions shall apply exclusively to all our goods and services unless expressly agreed otherwise in writing. They apply exclusively to entrepreneurs, i.e. natural persons or legal entities or partnerships with legal capacity who, when concluding a legal transaction, are acting in the exercise of their commercial or independent professional activity.

1.2 Any terms and conditions of the customer are hereby rejected; they shall only apply if and insofar as we expressly accept them in writing.

2.1 Information and advice concerning our products is given on the basis of our previous experience. The values given, particularly with regard to the possible applications of our goods, are only average values and do not represent a description of the quality of the goods. We cannot assume any obligation to adhere exactly to the values and possible applications.

2.2 We reserve our property rights, copyrights and other industrial property rights to all documents and objects, such as drawings, samples or models, which we make available to the customer in connection with our offers. The customer may only pass these on to third parties with our written consent, irrespective of whether we have designated them as confidential.

3.1 Our offers are always subject to change unless we specify a binding period of validity. A supply contract shall only come into existence if we expressly confirm the customer’s order in writing or carry out the delivery without separate confirmation. Our order confirmation shall be authoritative for the content of the supply contract; in the event of delivery without separate order confirmation, our delivery note shall be deemed to be the order confirmation. Verbal statements are not binding in any case.

3.2 All information on our products, in particular illustrations, drawings, quality, quantity, weight, dimension and performance data contained in our quotations and printed matter, are only approximate values and do not constitute quality specifications. If no limits for deviations are specified in the order confirmation and no deviations result from expressly accepted customer specifications, deviations customary in the industry shall be permissible in any case. The quality, suitability, qualification and function as well as the intended use of our goods are exclusively determined by our performance specifications and technical qualifications. Public statements, promotions or advertising by us or third parties do not constitute a description of the quality of the goods.

3.3 Guarantees as to the quality or durability of our goods must be expressly stated as such in the order confirmation. If samples or specimens are supplied, their quality shall not be deemed to be guaranteed unless expressly stated otherwise in the order confirmation. The same shall apply to details of analyses.

4.2 In the event of a delay in delivery or impossibility of delivery, we shall only be liable for claims for damages in accordance with Clause 7. The compensation for delay to be paid by us in accordance with Clause 7 shall be limited to 0.5% of the value of the delayed delivery or partial delivery for each full week, but not more than 5% of the value of the delayed (partial) delivery.

4.3 In the event of force majeure, such as interruption of operations, transport delays, strikes and lockouts, as well as non-delivery, incorrect or late delivery by our suppliers, for whatever reason (reservation of self-supply), and in the event of other impediments to performance for which we are not responsible, we may postpone delivery for the duration of the impediment and a reasonable start-up period thereafter. If the hindrance is likely to be permanent, we shall be entitled to refuse delivery of the goods in whole or in part. In this case, the customer shall not be entitled to claim damages against us. He shall not be obliged to pay any consideration and shall be refunded any advance payment made by him.

4.4 We are entitled to make partial deliveries at any time, insofar as this is reasonable for the customer. The place of performance is always Ölbronn-Dürrn.

4.5 If delivery on call has been agreed, the calls must be made within three months of the conclusion of the contract, unless otherwise agreed in writing. If the delivery is not called within the agreed period, Clause 4.7 shall apply accordingly.

4.6 All sales are ex works Ölbronn-Dürrn (EXW Incoterms® 2010). Shipment and transport shall always be at the Customer’s risk. The risk shall pass to the customer, even in the case of partial deliveries, as soon as the consignment has been handed over to the person carrying out the transport or has left our works for the purpose of dispatch, unless clause 4.7 applies. At the customer’s request and expense we will insure the delivery by transport insurance.

4.7 If the customer refuses to accept the goods or if the dispatch of the delivery is delayed for other reasons for which the customer is responsible, the transfer of risk shall take place at the beginning of the customer’s default in acceptance. We are entitled to charge storage costs after the transfer of risk at a flat rate of 0.5% of the invoice amount for each month or the actual damage, unless the customer proves that the damage is lower. In addition, we shall be entitled to set the customer a period of grace of 14 days and, if this period expires without result, to rescind the contract or to claim damages in lieu of performance.4.1 In the case of delivery periods and dates which are not expressly agreed to be binding in the order confirmation, but which are only approximate, the customer may set us a reasonable period for delivery two weeks after expiry of these delivery periods and dates. We shall not be in default until the period of grace has expired. Delivery periods shall not commence until the customer has duly and punctually fulfilled his obligations, e.g. obtaining approvals or releasing product drawings, and/or, if agreed in writing, we have received an advance payment.

If the customer returns standard products to us within 4 weeks of the invoice date in unopened and undamaged packaging, we will charge a handling fee of 20% of the sales price for processing and quality control. Standard products cannot be returned to us after 6 months from the date of invoice. Products manufactured and/or packaged at the customer’s request cannot be returned. Clause 7 applies to warranty claims.

5.1 Our prices include standard packaging and are subject to VAT at the applicable rate.

5.2 All shipping costs shall be borne by the Customer unless otherwise agreed in writing. The freight rates, customs duties and other charges applicable on the date of dispatch shall apply.

5.3 The customer shall only be entitled to offset if the counterclaims have been legally established, accepted by us in writing or are undisputed. The customer shall only be entitled to exercise a right of retention if his counterclaim is based on the same contractual relationship.

5.4 Unless otherwise agreed, the purchase price shall be paid within 30 days of the invoice date. After the expiry of this period, the Customer shall be in default of payment. If the customer has given us a SEPA direct debit mandate or a combined mandate, a 2% discount will be granted. In this case, we are authorised to collect amounts due from the customer by direct debit within 8days and the buyer guarantees that the account is covered. Costs arising from non-payment or reversal of the direct debit shall be borne by the customer, unless the non-payment or reversal was caused by SUN Oberflächentechnik GmbH.

5.5 If payment deadlines are exceeded, we are entitled to charge a lump sum of € 5.00per reminder as well as interest on arrears in the legally permissible amount in accordance with § 288 para. 2 BGB (German Civil Code), unless a higher or lower damage is proven.

5.6 Our claims become due immediately, irrespective of the term, if the customer does not comply with the contractual agreements. In the event of default in payment, protest of a bill of exchange or cessation of payments by the customer, we shall be entitled to demand immediate payment of our entire claim – including any claims from outstanding bills of exchange – irrespective of the agreed due date. This shall also apply if we become aware of circumstances which give rise to justified and substantial doubts as to the solvency or creditworthiness of the customer, even if these circumstances already existed at the time the goods were ordered but were not known to us or should not have been known to us.In all the above cases, we shall also be entitled to make outstanding deliveries only against advance payment or provision of security and, if the advance payment or provision of security is not made within two weeks, to withdraw from the contract without setting a new deadline. Further claims on our part shall remain unaffected.

5.7 The customer is not entitled to assign claims arising from this contract to third parties without our written consent.

6.1 All goods supplied shall remain our property (goods subject to retention of title) until the customer has settled all existing claims and claims arising after conclusion of the contract.

6.2 Any treatment or processing of the reserved goods shall be carried out for us as manufacturer within the meaning of Section 950 of the German Civil Code (BGB) without any obligation on our part. If the customer processes, combines or mixes the goods subject to retention of title with goods of another origin to form a new item or a mixed stock, we shall be entitled to co-ownership thereof in the ratio of the invoice value of the goods subject to retention of title at the time of delivery to the value of the other processed or mixed goods. The co-ownership share shall be deemed to be reserved goods in accordance with Clause 6.1.

6.3 If the reserved goods are combined with other items and if an item belonging to the customer is to be regarded as the main item within the meaning of § 947 BGB (German Civil Code), it is hereby agreed that a co-ownership share in the ratio of the invoice value of the reserved goods to the value of the main item shall be transferred to us and that the customer shall keep the item in safe custody for us free of charge. The co-ownership share shall be deemed to be the reserved goods in accordance with clause 6.1.

6.4 The customer must store the reserved goods properly and mark them as our property. At our request, the customer shall enable us at any time to take stock of the goods at the respective place of storage and to mark them appropriately. In the event of access by third parties to the goods subject to retention of title, in particular in the event of seizure, the customer shall point out our ownership and inform us immediately, giving all details, so that we can assert our ownership rights.

6.5 The customer may only sell the goods subject to retention of title in the ordinary course of business under his normal terms and conditions and by agreeing to a retention of title to the extent drawn by us, as long as he is not in default of payment and if it is ensured that his claims from the resale are transferred to us in accordance with clauses 6.5 to 6.7. The customer hereby assigns to us in full the claims arising from the resale of the reserved goods by way of security; we hereby accept the assignment. The customer is only entitled to assign the claims to third parties with our prior written consent.

6.6 If the customer sells the goods subject to retention of title together with other goods not supplied by us, the assignment of the claim from the resale shall only apply to the amount of the invoice value of our goods subject to retention of title at the time of delivery. In the event of the sale of goods in which we have co-ownership pursuant to Clauses 6.2 or 6.3, the assignment of the claims shall apply in the amount of this co-ownership share.

6.7 If the assigned claim is included in a current account, the customer hereby assigns to us a part of the balance corresponding to the amount of this claim, including the final balance from the current account.

6.8 The customer is authorised to collect claims from the resale in accordance with Clauses 6.5 to 6.6 until revoked. The collection authorisation can be revoked if the customer fails to properly meet his payment obligations.

7.1 The Customer must carefully inspect the delivered goods immediately upon arrival at the destination, even if samples or specimens have been sent beforehand. In particular, the condition of the goods must be checked. If boxes, cartons or other containers are delivered, samples must be taken. The delivery shall be deemed to have been approved if we do not receive a written complaint with a precise description of the defect within ten (10) days of receipt of the goods at the destination or, if the defect was not recognisable on inspection, within ten (10) days of its discovery.

7.2 Damage in transit must be reported to the forwarder immediately, in accordance with the notification requirements of the German Forwarders' Standard Terms and Conditions.

7.3 In the event of a justified and timely notice of defect, we shall, at our discretion, remedy the defect by repair or replacement.

7.4 If the repair or replacement fails, the customer may demand a reduction in the purchase price or rescind the contract. In the event of only minor defects, the Customer shall not have a right of withdrawal. The Customer's right to claim further damages under the following conditions remains unaffected.

7.5 The foregoing provisions conclusively include the warranty for our goods; in particular, we shall be liable for all other claims for damages to which the customer is entitled due to or in connection with defects in the delivered goods, irrespective of the legal grounds, exclusively in accordance with Clauses 7.6 and 7.8.

7.6 We shall only be liable for claims for damages based on culpable acts, irrespective of the legal grounds, including delay, defective delivery, breach of duties arising from a contractual obligation or of duties during contractual negotiations, tort, product liability (with the exception of liability under the Product Liability Act), in the event of intent or gross negligence. Liability for slight negligence is excluded unless the purpose of the contract is substantially endangered by the breach. In any event, we shall only be liable for typical damage foreseeable at the time of conclusion of the contract. This limitation does not apply to injury to life, body or health of the customer. To the extent that our liability is excluded or limited, this shall also apply to our legal representatives, vicarious agents and employees. Further claims for damages by the customer, such as claims for loss of profit, saved expenses, loss of production or business interruption as well as other indirect and consequential damages are excluded.

7.7 Before making any claim against us, the customer is obliged to first pursue all possible claims against our suppliers. For this purpose we undertake to assign to the customer any warranty and compensation claims to which we are entitled against our suppliers. The customer is also obliged to pursue the claims in court. If the claim against our supplier is unsuccessful, the customer is entitled to assert a claim against us in accordance with clauses 7.6 and 7.8.

7.8 Warranty claims expire one year after delivery of the goods to the customer, unless we have fraudulently concealed the defect.

7.9 Agreements between the customer and his customers which go beyond the statutory warranty claims shall not be at our expense.

8.1 The relationship between us and the customer shall be governed by the laws of the Federal Republic of Germany to the exclusion of foreign law. The United Nations Convention on Contracts for the International Sale of Goods (CISG) and any other intergovernmental or international conventions, including future ones, shall not apply, even after their incorporation into German law.

8.2 If the customer is a merchant, a legal entity under public law or a special fund under public law, Pforzheim shall be the exclusive place of jurisdiction for all disputes in connection with the delivery transaction. However, we shall also be entitled to sue the customer at his place of residence and/or place of business. Statutory provisions on exclusive jurisdiction shall remain unaffected.

9.1 Amendments and supplements to this agreement, including this written form clause, must be made in writing to be valid. The same applies to subsidiary and additional agreements.

9.2 If any provision of these terms and conditions or other agreements is or becomes invalid in whole or in part, the validity of all other provisions or agreements shall not be affected. The same applies to any gaps in this agreement.