General Terms and Conditions BRUMABA GmbH

A. General Information

1. We only deliver according to our following terms of sale, delivery and payment, even if no express reference is made to them later in ongoing business relationships. Conflicting terms and conditions of the customer are not valid for us. Silence on order confirmations that refer to deviating terms and conditions of the customer is not to be regarded as consent. With the acceptance of our delivery, the customer irrevocably agrees to the exclusive validity of our terms of sale, delivery and payment.

2. All offers made by us are non-binding. Our order confirmation is decisive for the content of the contract, unless we receive a written objection within 14 days of the date of our order confirmation.

3. Any ancillary agreements made before or upon conclusion of the contract require our written consent in order to be effective.

4. If INCOTERMS are agreed in foreign transactions, the definitions established and published by the International Chamber of Commerce in Paris shall apply in each case.

B. Prices and Payments

1. Our prices are ex works Geretsried excluding packaging, freight and insurance, unless special agreements have been made. The agreed prices will be subject to value added tax at the respective statutory rate in Germany.

2. Subject to a different order confirmation, our invoices are payable within 10 days of the invoice date without deduction.

3. For deliveries to customers based outside the Federal Republic of Germany or for deliveries intended for export from the aforementioned areas, the goods will only be delivered upon advance payment or by means of the provision of an irrevocable letter of credit from a German bank or savings bank approved as a customs and tax guarantor in Germany. Separately negotiated conditions apply only to long-term business relationships.

4. Checks are only accepted on account of payment.

5. If we become aware of circumstances that call the customer’s creditworthiness into question, all our claims become due for payment immediately. Our rights under § 321 BGB [German Civil Code] remain unaffected.

6. The customer is not entitled to assert a right of retention against our claims or to offset them against counterclaims, unless they have been expressly recognized by us or have been legally established.

C. Delivery, Transfer of Risk and Acceptance

1. Shipping is always at the expense and risk of the customer, unless otherwise agreed upon placing the order. The deliveries are only insured against transport damage at the express request of the customer and at his expense.

2. The risk passes to the customer as soon as the goods leave our factory, even if partial deliveries are made. In the event of collection by the customer, the risk passes as soon as notification of readiness for dispatch is given.

3. Delivered items, even if they have insignificant defects, must be accepted by the customer without prejudice to his rights under section F. of these terms of sale, delivery and payment.

D. Delivery Time

1. Binding dates for deliveries or services (delivery dates) must be expressly agreed in writing as such. An agreed period for deliveries or services (delivery period) only begins with receipt of our order confirmation by the customer, but not before the customer has provided the technical information to be supplied, and in the case of foreign orders, only after the letter of credit has been submitted in accordance with section B item 3 of these terms of sale, delivery and payment. Changes or extensions to the original scope of the order agreed after conclusion of the contract shall extend or postpone the original delivery periods or dates accordingly.

2. The delivery period is deemed to have been met if the delivery item has left our factory by the time it expires or readiness for dispatch has been communicated. Partial deliveries are permitted.

3. Delivery and service disruptions due to force majeure or as a result of labor disputes, official interventions, operational disruptions, material procurement or energy supply difficulties or other unforeseeable, extraordinary and non-culpable circumstances, regardless of whether these circumstances occur in our company or at our sub-suppliers, extend the delivery time by the duration of the hindrance. This does not include cases in which we entered into our deadline obligation despite the foreseeability of these circumstances, or did not take possible and reasonable measures to prevent or avert the service disruption, or in which the hindrance itself is our fault. In accordance with the aforementioned provisions, we are also not responsible for the aforementioned circumstances if they occur during an existing delay. We can only invoke these provisions if we immediately notify the customer of the occurrence and expected duration of such disruptions.

4. If the customer incurs damage due to a delay for which we are responsible, he is entitled to compensation. The amount of compensation is limited to 0.1% for each full week of the delay – individual days pro rata -, but not more than 1% of the contract value. This does not affect our liability under section G, items 2 and 3 of these terms of sale, delivery and payment.

E. Retention of Title

1. The delivered goods remain our property until all our claims arising from the business relationship with the customer have been fulfilled in full (reserved goods), even if the individual goods have already been paid for. In the case of a current account, the reserved property serves as security for our balance claim.

2. Until the transfer of ownership, the customer must insure the delivery item against theft, breakage, fire, water and other damage. The customer hereby assigns all rights from the insurance contracts and his claims against their insurers to us. We accept the assignment.

3. The customer may neither pledge the reserved goods nor assign them as security. In the event of seizures, confiscations or other dispositions, the customer must notify us immediately.

4. If the customer is wholly or partially in default with a payment deadline or the redemption of checks or otherwise acts in breach of contract, we are entitled to take back the goods subject to retention of title after a reminder. This also applies if the customer is over-indebted or suspends payments, the opening of composition or insolvency proceedings is applied for over his assets, or there is otherwise a significant deterioration in his financial circumstances. The assertion of the retention of title as well as a seizure of the delivery items by us do not constitute a withdrawal from the contract.

5. If our customer is commercially engaged in the resale of the delivery items, he is entitled to resell the delivery items in the ordinary course of business under his normal conditions, as long as he is not in default of payment. In the event of resale, the claim from the corresponding legal transaction is hereby assigned to us in the amount of our invoice value. We hereby accept the declaration of assignment. The customer is authorized to collect these claims even after the assignment until our revocation, which is permissible at any time. Our authority to collect the claims ourselves remains unaffected; however, we undertake not to collect the claims as long as the customer duly meets his payment obligations. We can demand at any time that the customer informs us of the assigned claims and their debtors, provides all information required for collection, hands over the associated documents and informs the debtors of the assignment.

6. If goods subject to retention of title are resold by the customer together with other goods that do not belong to us, the customer’s claim against the purchaser is hereby assigned to us in the amount of the delivery price agreed between us and the customer. Processing or transformation of the goods subject to retention of title is always carried out for us, without us thereby assuming any obligation. In the event of further processing or combination with items supplied by third parties, we retain co-ownership of the new item in the ratio of the value of the goods supplied by us to the new item.

F. Warranty and Notification of Defects

1. The customer must carefully inspect the delivered goods immediately after receipt and immediately assert any complaints about defects to us in writing as soon as they become apparent.

2. In the event of defective delivery or service, the customer is entitled to subsequent improvement or free replacement delivery (subsequent performance) at our discretion. Only if the subsequent improvement or replacement delivery fails can the customer reduce the price or withdraw from the contract. A withdrawal is excluded if the defect only insignificantly reduces the value or suitability of the purchased item or the work. As a rule, subsequent improvement is deemed to have failed after the unsuccessful second attempt.

3. A guarantee for the quality of the purchased item or the work within the meaning of § 443 BGB [German Civil Code] must be expressly assumed by us in writing, unless it is a consumer goods purchase.

4. A warranty is excluded if our delivery item has been changed on its own authority, in particular by the installation of third-party parts, and it cannot be ruled out that the defect is due to this.

5. The warranty period is 2 years from delivery of the purchased item or, in the case of work services, from acceptance. Excluded from warranty services are wear and tear of upholstery parts. The warranty for batteries is also excluded.

6. We can refuse to remedy defects as long as the customer is in default with his obligations.

G. Liability

1. Claims for damages due to all breaches of duty arising from the contractual relationship and from tort are excluded – in particular with regard to consequential damage.

2. Our liability for damages resulting from injury to life, limb or health, for claims under the Product Liability Act, for express written guarantees and in all cases in which we are guilty of intent or gross negligence remains unaffected.

3. For the culpable violation of essential contractual obligations within the meaning of § 307 para. 2 sentence 2 BGB [German Civil Code], we are also liable in the event of simple negligence, but only for the foreseeable, typically occurring damage and only up to the amount of the coverage of our liability insurance.

H. Place of Performance, Place of Jurisdiction and Applicable Law

1. The exclusive place of performance for both contracting parties is our company headquarters 82538 Geretsried, Germany. However, we are also entitled to assert claims at any other legal place of jurisdiction.

2. The legal relationships with our customer are subject to the law of the Federal Republic of Germany with the exception of the international laws on the sale of goods.

I. Amendments, Severability Clause

1. Amendments to these terms of sale, delivery and payment or other contractual agreements must be recorded in writing.

2. Should individual parts of these terms of sale be omitted by law or individual contract, the validity of the remaining provisions shall not be affected thereby.

Contact:

BRUMABA GmbH
Bürgermeister-Graf-Ring 17
82538 Geretsried
GERMANY

info[at]brumaba.de
www.brumaba.de

Tel: +49-(0)8171-2672-0
Fax: +49-(0)8171-2672-10