Conditions

Status September 2016

1 General, scope of application

1.1 These General Terms and Conditions of Sale and Delivery ("GTSD") shall apply to all supply relationships (purchase contracts, contracts for work and materials) between the company Rampf Formen GmbH ("Rampf") as seller and its customer ("Buyer"), provided that the Buyer is an entrepreneur (§ 14 BGB), a legal entity under public law or a special fund under public law. These GCS shall also apply mutatis mutandis to all other services provided by Rampf to the aforementioned customers.

1.2 These GCS as amended from time to time shall also apply as a framework agreement to future contracts (purchase contracts and contracts for work and materials) for the sale and/or delivery of movable items ("goods") with the same Buyer without Rampf having to refer to them again in each individual case.

1.3 These GCS shall apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the Buyer shall only become part of the contract if and to the extent that Rampf has expressly agreed to their validity in the individual case. This requirement of consent shall apply in any case, even if Rampf carries out the delivery to the buyer without reservation in the knowledge of the buyer's general terms and conditions.

1.4 Legally relevant declarations and notifications to be made by the buyer to Rampf after conclusion of the contract (e.g. setting of deadlines, notifications of defects, declarations of withdrawal or reduction) must be made in writing to be effective.

2 Offers, conclusion of contract

2.1 Offers made by Rampf are subject to change and non-binding unless they are expressly marked as binding or contain a specific acceptance period.

2.2 The order of the goods by the Buyer shall be deemed to be a binding offer of contract. Unless otherwise stated in the order, Rampf shall be entitled to accept this contractual offer within three (3) weeks of its receipt.

2.3 The contract, including these GCS, shall only be concluded when the Buyer has accepted Rampf's binding offer in due time or when Rampf has accepted the Buyer's order or purchase order in due time and confirmed it in writing. Such written confirmation by Rampf need not be given if it could not be expected under the circumstances or if the buyer has waived it.

2.4 The legal relationship between Rampf and the buyer shall be governed solely by the contract concluded within the meaning of Clause 2.3, which shall reflect in full all previous agreements between the contracting parties on the subject matter of the contract. Verbal promises made by Rampf prior to the conclusion of this contract shall not be legally binding and verbal agreements made by the contracting parties shall be replaced by the written contract unless it is expressly stated in each case that they shall continue to be binding.

2.5 Product descriptions, documents and information provided by Rampf to the Buyer, also in electronic form, such as weights, dimensions, values in use, tolerances or technical data, are not guaranteed characteristics of quality. Deviations that are customary in the trade and deviations that occur due to legal regulations, as well as minor other deviations, are permissible insofar as they do not impair the usability for the contractually intended purpose.

2.6 All guarantees by Rampf (of whatever kind) must be in writing in order to be effective.

2.7 The information provided by Rampf in the offer (including the information in the supplementary documents provided) may not be used by the Buyer or made accessible to third parties without the express written consent of Rampf. Rampf shall be entitled to demand the return of any documents provided by the buyer at any time.

3. prices

3.1 All prices quoted are exclusive of statutory value added tax. Prices apply ex Rampf's manufacturing plant in 89604 Allmendingen (Federal Republic of Germany) and include loading, but not packaging, transport, customs clearance, storage and insurance costs.

3.2 If more than six months elapse between the conclusion of the contract and delivery, without Rampf being responsible for the delay in delivery, Rampf may reasonably change the price, taking into account changes in materials, wages and other ancillary costs. Such changes will be proven to the customer upon request.

4 Terms of payment

4.1 The invoice amount is due immediately upon receipt of the invoice and - unless otherwise agreed or stipulated in the invoice - is payable without deduction within eight (8) days of the invoice date. The invoice shall be deemed to have been received at the latest three (3) days after the invoice date at the invoice address last notified by the Buyer.

4.2 Down payments and advance payments shall be made plus value added tax.

4.3 Payments shall only be deemed to have been made when the amount is finally available in an account of Rampf. Cheques will be accepted on account of performance. Bills of exchange will only be accepted by express agreement, whereby only cash encashment will be considered as payment. All check and bill of exchange costs shall be borne by the buyer.

4.4 The Buyer may only set off undisputed or legally established claims. He shall only have a right of retention if it is based on counterclaims arising from the same contractual relationship. If there is a justified notice of defect, the buyer may only withhold payments to an extent that is in reasonable proportion to the defect that has occurred.

4.5 If, after the conclusion of the contract, Rampf becomes aware of a deterioration in the creditworthiness of the buyer, whereby a downgrading of the creditworthiness by credit agencies or increased requirements regarding the buyer on the part of a trade credit insurance company shall be sufficient, Rampf may, contrary to the agreements made, demand advance payment of all or part of the (gross) price of the goods. If payment in instalments has been agreed and if such a deterioration in the Buyer's creditworthiness occurs or if the Buyer defaults on an instalment in whole or in part, the entire (gross) price of the goods shall become due for payment immediately.

4.6 Rampf's claims shall be subject to interest at a rate of 9 percentage points above the prime rate as of the occurrence of the default.

5. delivery deadlines and delay in delivery

5.1 Delivery dates and delivery periods, which may be agreed as binding or non-binding, must be stated in writing.

5.2 Delivery periods shall commence upon conclusion of the contract, but not before all technical and commercial details have been clarified with the Buyer. If shipment has been agreed, delivery periods and delivery dates shall refer to the time of handover to the forwarder, carrier or other third party entrusted with the transport.

5.3 In the event that a non-binding delivery date or a non-binding delivery period has been agreed, Rampf may only be put in default by means of a reminder 4 weeks after the expiry of the delivery date or the delivery period (cf. § 286 para. 1 BGB).

5.4 In the event of labor disputes and the occurrence of unforeseen obstacles beyond the control of Rampf, the delivery date or delivery period shall be extended by the duration of the delay in delivery caused by these circumstances. This shall apply accordingly if the obstacles occur during an already existing delay in delivery.

5.5 Claims by the Buyer for compensation for damage due to a delay in delivery affecting the goods shall be limited to a maximum of 5% of the agreed (net) price of the delayed goods in the event of slight negligence on the part of Rampf. All other claims for damages on the part of the Buyer due to delayed delivery shall be excluded in the event of slight negligence on the part of Rampf.

6. place of performance, dispatch, transfer of risk

6.1 The buyer shall accept the goods at Rampf's place of business in 89604 Allmendingen (Federal Republic of Germany). This is also the place of performance for the goods. At the Buyer's request and expense, the goods shall be shipped to another destination (sale by delivery to a place other than the place of performance). Unless otherwise agreed, Rampf shall be entitled to determine the type of shipment (in particular transport company, shipping route, packaging) itself. Rampf shall not be obliged to choose the cheapest mode of shipment.

6.2 The risk of accidental loss and accidental deterioration of the goods shall pass to the buyer at the latest when the goods are handed over. In the case of sale by delivery to a place other than the place of performance, however, the risk of accidental loss and accidental deterioration of the goods shall pass to the Buyer upon delivery of the goods to the forwarding agent, the carrier or any other person or institution designated to carry out the shipment.

7 Acceptance of the goods

7.1 If the buyer does not accept the goods purchased from Rampf in violation of § 433 paragraph 2 of the German Civil Code (BGB), Rampf may exercise its statutory rights.

7.2 If Rampf claims damages instead of performance, the damages to be paid by the Buyer to Rampf shall amount to 30% of the (net) price of the goods agreed by the contracting parties for the goods not accepted by the Buyer. The amount of damages shall be set lower or shall not apply at all if the buyer proves that Rampf has suffered less damage or no damage at all. The amount of damages shall be set higher if Rampf proves that higher damages have been incurred.

8. retention of title

8.1 The goods sold by Rampf to the Buyer shall remain the property of Rampf until full payment of their purchase price as well as the statutory value added tax. Rampf's retention of title to the sold goods (reserved goods) shall also extend to all other claims of Rampf arising from the purchase contract concerning the reserved goods. Rampf's retention of title to the reserved item shall remain in force until full payment of all current and future claims arising from the ongoing business relationship between Rampf and the Buyer (including ancillary claims and claims for damages).

8.2 As long as the reservation of title or Rampf's ownership of the reserved item exists, the Buyer may neither pledge the reserved item to third parties nor assign it as security. The buyer must inform Rampf immediately in writing if and insofar as third parties have access to the reserved object.

8.3 If the reserved item is intended for commercial resale by the Buyer, the Buyer may resell it to its customer in the ordinary course of business. In this case, the Buyer hereby assigns to Rampf by way of security all claims to which it may be entitled against its customer in the future as consideration for the resale of the reserved goods, including all ancillary rights; Rampf accepts the assignment. Rampf may collect these claims assigned to Rampf in its own name if the buyer is in arrears with its payment obligations in respect of the reserved item, if an application has been made to open insolvency proceedings or if there is any other deficiency in its ability to perform from which Rampf can derive a risk to the realization of its claims. In such cases, Rampf may demand that the buyer informs Rampf of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment.

8.4 If the object subject to retention of title is not resold, the Buyer shall be obliged to carefully store the object subject to retention of title for Rampf, to maintain and repair it to the necessary extent at its own expense and to insure it against loss and damage at its own expense within the scope required by a prudent businessman as long as the retention of title exists. In the event of loss of or damage to the reserved goods, the Buyer shall assign its claims under the insurance policies to Rampf.

8.5 Any processing of the reserved item within the meaning of § 950 of the German Civil Code (BGB) shall be carried out for Rampf without the buyer acquiring any claims against Rampf due to the processing.

8.6 If, within the meaning of § 947 or § 948 of the German Civil Code (BGB), the reserved item is combined or inseparably mixed with other items not belonging to Rampf in such a way that one of the other items is to be regarded as the main item, it shall be deemed agreed that the Buyer shall transfer co-ownership of the new item to Rampf in proportion to the value of the reserved item to the other combined or mixed items and shall keep the co-ownership for Rampf. The contracting parties agree already today on the transfer of ownership to this extent.

8.7 In the event that Rampf is over-secured by more than 10% of the total liabilities of the Buyer towards the Buyer by the securities stipulated in this Clause 8, Rampf shall be obliged to release securities at the Buyer's request and at the Buyer's discretion up to the amount of the value exceeding 110% of the total secured liability.

9. quality of the goods, technical advice

9.1 Unless otherwise agreed, the quality of the goods within the meaning of § 434 (1) of the German Civil Code (BGB) shall be determined by the Seller. In the sense of § 434 para. 1 clause 1 of the German Civil Code (BGB), the quality of the goods shall be determined exclusively by the product description provided by Rampf. Public statements, promotion or advertising do not constitute a contractual statement of quality. Any reference to technical standards shall also only serve to describe the goods and shall not constitute an agreement on quality or a guarantee.

9.2 Any technical application advice provided by Rampf verbally, in writing and by means of tests shall be given to the best of Rampf's knowledge, but shall only be deemed to be non-binding information, also with regard to any third-party property rights, and shall not release the Buyer from its own examination of the goods supplied by Rampf with regard to their suitability for the intended purposes, application and use. The application and use and processing of the goods shall be beyond the control of Rampf and shall therefore be the sole responsibility of the buyer.

9.3 The properties of samples shall only be binding if they have been expressly agreed as the properties of the goods.

10. buyer's duty to inspect and give notice of defects

10.1 The Buyer shall inspect the goods immediately after delivery and, if a defect is found, notify Rampf of this defect in writing without delay. If the buyer fails to make this written notification, the goods shall be deemed to have been approved, unless the defect was not recognizable during the inspection.

10.2 If a defect in the goods becomes apparent at a later date, the Buyer must notify Rampf of this defect in writing immediately after discovery; otherwise the goods shall be deemed to have been approved also in respect of this defect.

10.3 Transmission by telefax shall be sufficient to comply with the written form stipulated in Clauses 10.1 and 10.2; otherwise, transmission by telecommunication, in particular by e-mail, shall be sufficient.

11.0 Liability for material defects

11.1 If Rampf has fraudulently concealed a defect in the goods or has given a guarantee for the quality of the goods, the buyer shall be entitled to the statutory claims for material defects in the goods.

11.2 If Rampf has neither fraudulently concealed a defect in the goods nor assumed a guarantee for the quality of the goods, the following shall apply to Rampf's liability for material defects in the goods:

11.2.1 If the goods already have a material defect at the time of the transfer of risk and if the Buyer has duly fulfilled its legal and contractual obligations to inspect the goods and give notice of defects, Rampf shall, at the Buyer's request and at Rampf's discretion, provide the Buyer with subsequent performance in the form of rectification of the defect or in the form of delivery of goods free of defects.

11.2.2 The supplementary performance shall neither include the removal of the defective goods nor the re-installation if Rampf was not originally obliged to install the goods.

11.2.3 Rampf shall bear the expenses necessary for the purpose of inspection and subsequent performance, in particular transport, travel, labor and material costs, if there is actually a material defect (removal and installation costs of the goods, however, only if Rampf was originally obliged to install them). Otherwise, Rampf shall be entitled to demand reimbursement from the Buyer of the costs incurred by Rampf as a result of the Buyer's unjustified request to remedy the defect (in particular inspection and transport costs), unless the Buyer was unable to recognize that the goods were not defective.

11.2.4 In the event of failure of the form of subsequent performance chosen by Rampf (removal of defects or delivery of goods free of defects) or fruitless expiry of a reasonable period of time set by the Buyer for subsequent performance, the Buyer shall be entitled to reduce the purchase price of the goods or to withdraw from the contract at its discretion. In the case of an insignificant defect, however, the Buyer shall not have the right to withdraw from the contract.

11.2.5 Claims of the Buyer for damages due to a material defect of the goods or compensation for futile expenditures shall also exist in the case of defects of the goods only in accordance with Clause 12 and shall otherwise be excluded.

11.2.6 The provisions of §§ 478, 479 BGB (German Civil Code) (delivery recourse) shall remain unaffected.

12.0 Other liability

12.1 Unless otherwise stipulated in these GCS including the following provisions, Rampf shall be liable for a breach of contractual and non-contractual obligations in accordance with the statutory provisions.

12.2 Rampf shall be liable for damages - irrespective of the legal grounds - within the scope of fault-based liability in the event of

intent and gross negligence. In the event of simple negligence, Rampf shall be liable for damages - irrespective of the legal grounds - only or exclusively in the following cases

in the event of injury to life, limb or health,
in the event of a breach of essential contractual obligations, i.e. contractual obligations the fulfilment of which is essential for the proper

the proper performance of the contract in the first place and on the observance of which the buyer regularly relies and may rely, with regard to or limited to the typical damage foreseeable at the time of the conclusion of the contract,
in cases where liability exists under the Product Liability Act for personal injury or property damage to privately used objects in the event of defects in the goods,
in the absence of expressly warranted characteristics of the goods, if the purpose of the warranty was to protect the buyer against damage not occurring to the goods, and
in the event of fraudulent concealment of defects or the assumption of a guarantee for the quality of the goods.

12.3 Rampf's liability for damage to the Buyer caused by delayed delivery is conclusively regulated in Clause 5.5.

12.4 The exclusions and limitations of liability resulting from this Clause 12 shall apply accordingly to claims of the Buyer against the legal representatives as well as the vicarious agents and assistants of Rampf.

13. statute of limitations

13.1 In the case of § 438 Para. 1 No. 3 BGB, claims for defects shall become statute-barred one (1) year after the statutory start of the limitation period. In the case of § 438 para. 1 no. 2 BGB they shall become statute-barred in two (2) years from the statutory commencement of the limitation period.

13.2 The regular limitation period (§ 195 BGB) for other contractual and non-contractual claims against Rampf shall be two (2) years from the statutory commencement of the limitation period.

13.3 Mandatory statutory limitation periods shall remain unaffected. If in an individual case the application of the statutory limitation rules would lead to an earlier commencement of the limitation period for claims of the buyer against Rampf than under the above provisions, the statutory limitation period shall apply.

13.4 Insofar as a relief from the statute of limitations exists for claims against Rampf in accordance with this Clause 13, this shall also apply to any claims of the Buyer against the legal representatives as well as vicarious agents and assistants of Rampf on the same grounds of liability.

14. industrial property rights of third parties

The buyer shall be liable for ensuring that the industrial property rights of third parties are not infringed by the manufacture and delivery of goods as a result of the information, drawings, models and samples provided to Rampf. In this respect, the Buyer shall indemnify Rampf against all claims of third parties as well as all expenses incurred by Rampf in this respect upon first request.

15 Applicable law, place of jurisdiction and severability clause

15.1 These GCS and all legal relations between Rampf and the Buyer shall be governed by the law of the Federal Republic of Germany, excluding the CISG or the UN Convention on Contracts for the International Sale of Goods.

15.2 The exclusive - also international - place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship concerning the goods shall be Ulm/Donau (Federal Republic of Germany). However, Rampf shall also be entitled to sue the Buyer at the latter's general place of jurisdiction.

15.3 Should any provision of these GCS be or become invalid, this shall not affect the legal validity of the remaining provisions of these GCS. In the event of an invalid provision of these GCS, the contracting parties shall be obliged to negotiate a valid and reasonable replacement provision which comes as close as possible to the economic purpose pursued by the invalid provision; the same shall apply in the event of a loophole.