I. General

These terms and conditions of purchase apply to all current and future business relationships with suppliers without explicit reference to them. Our conditions of purchase apply exclusively. General terms and conditions of sale and delivery of the supplier are only valid if they are compatible with our terms and conditions of purchase, or if we have expressly recognized them in writing. The silence on our part can in no way be regarded as recognition. If we do not comment in writing on the supplier's different conditions, we will reject them. The confirmation or execution of our order constitutes acceptance of these purchase conditions.

II. Inquiries and orders

1. Inquiries and information requests must be provided in the offer by the supplier, with binding information and prices and submitted free of charge. No contractual relationship can be derived based on pre-contract negotiations.

2. Only signed orders placed in writing are valid. Verbal and telephone agreements require written confirmation. By accepting the order, the supplier acknowledges that he has informed himself about the type of execution and scope of the service by inspecting the existing plans. In the event of obvious or recognizable errors, typing and arithmetic errors in the documents, drawings and plans submitted by us, we have no liability in this respect. The supplier is obliged to inform us of such errors so that our order can be corrected. This also applies to missing documents or drawings. Order acceptance must be confirmed to us within one week of the order and by means of a written order confirmation with a binding delivery time and at the prices stated by us, otherwise we are entitled to withdraw. Delivery schedules become binding if there is no objection within one week of receipt. Framework orders only entitle to the procurement of primary material to the extent necessary. Parts may be produced in advance a maximum of one month from receipt of the order, the raw material may be kept for a maximum of two monthly calls. If the supplier produces beyond the month, there is no longer an obligation for MoHa to accept the goods. The supplier then manufactures at his own risk. The production of parts for call orders is only permitted after receipt of the call. If the supplier changes the drawing or shape, he bears the risk of non-acceptance of the goods as well as all defects and damage caused thereby.

3. Deviations in quantity and quality from the text and content of our order and subsequent changes to the contract are only deemed to be agreed if we have expressly confirmed them in writing.

4. Drawings, tools, measuring equipment, samples, models, brands and designs or similar, as well as finished products and semi-finished products that are left to us or manufactured on our behalf, remain or become our property and may only be delivered to third parties with our express written approval. Unless otherwise agreed in individual cases, these must be returned to us immediately upon completion of the order without any special request. Products and products manufactured or awarded with such manufacturing equipment, tools, brands or packaging may only be delivered to third parties with our express written approval.

III. Pricing, terms of payment

The prices are freight and postage free, including packaging. In any case, subsequent claims require our express approval. Payment is made either in 14 days with a 3% discount or after 45 days net after receipt of the invoice and the goods.

IV. Delivery dates

The delivery times and dates specified by us are binding and count as fixed dates. They run from the date of the order. The goods must have arrived at the receiving point specified by us within the delivery period or on the delivery date. Partial deliveries are only permitted upon agreement with us. The supplier must provide the goods in good time, taking into account the usual time for loading and shipping. We are not obliged to accept the delivery before the delivery date. He should immediately notify us of difficulties that prevent him from delivering on time in the prescribed quality and obtain our decision regarding the maintenance of the order. He is liable for notifications that are not made or are given late. In the event of a delay in delivery, we are entitled to claim flat-rate compensation for delay in performance of 1% of the delivery value per completed week, but not more than 10%. Further legal claims, withdrawal and compensation instead of the service remain reserved. The supplier has the right to prove to us that the delay caused no or significantly less damage.

V. Shipping

A delivery note is easy to attach to all shipments. In addition to the article name, all shipping documents must contain the article number, the order number, the order date, the quantities and weights, and the type of packaging. Partial or remaining deliveries are to be marked as such. Delivery is free at the supplier's expense to the receiving point specified by us. If, in exceptional cases, we have to carry the freight, the supplier must choose the mode of transport specified by us, otherwise the mode of transport and delivery that is cheapest for us. All deliveries are at the risk of the supplier. The risk only passes to us at the point of receipt when we accept it, or when the delivered goods are installed at our site.

VI. packaging

Packaging is included in the price. If, in exceptional cases, something else has been agreed in writing, the packaging must be charged at cost price. We are entitled, if necessary, to return the packaging to the supplier.

VII. Tools

The supplier assumes a duty of care for tools that have been manufactured for us. The supplier bears the risk of destruction. The care, maintenance and minor repairs are carried out free of charge. If we have taken over tools at the full purchase price, the tools become our property, we conclude a written tool rental contract with the supplier and we are entitled to withdraw the tools from the supplier at any time without stating reasons.

VIII. Warranty

Unless otherwise agreed, the warranty period is 24 months from the transfer of risk. The supplier waives the objection of late notification of defects (§ 377 HGB). If individual samples are defective in a shipment, we can assert material defect claims for the entire shipment. In urgent cases, we are entitled to remedy the defects ourselves or have them remedied at the supplier's expense, without prejudice to other claims. If defects only become apparent when processing or putting into use, we can also request that these costs be reimbursed. The information given in our order about the goods are considered as guaranteed properties. The receipt of the goods, processing, payment and reordering cannot be interpreted as approval of the delivery or waiver of claims for defects. If we choose to remedy the defect and the supplier cannot refuse to remedy the defect, we have after the first failure of the remedy by the supplier or after unsuccessful setting of a reasonable deadline for remedying the fault or after informing the supplier if there is a particular urgent need for the remedy or in the event of unreasonable removal by the supplier, a right to undertake yourself We are entitled to demand an advance for or reimbursement of the necessary expenses.

IX. Producer liability

The supplier releases us from the resulting liability for defects in the goods and the resulting damage that occur to us or third parties and which are based on fault or within the scope of product liability regardless of fault, as he would also be liable. The supplier agrees with his insurer the co-insurance of this exemption as part of his company liability insurance. The supplier releases us from responsibility for product damage to the extent that it is free of third party claims, provided that the cause is within its sphere of control and organization. He is obliged to reimburse expenses for a recall campaign to avoid personal injury that was necessary due to the product defects caused by the supplier. The supplier undertakes to maintain a general business and product liability insurance policy with a sum insured of at least € 1 million for personal injury and property damage. The scope of this insurance must extend to the forms of coverage of the so-called extended product liability insurance (ProdHV) including the insurance of personal injury and property damage due to the lack of guaranteed properties of the delivery item, para. 4.1 ProdHV; Connection, mixing and processing of the delivery products, no. 4.2 ProdHV; Further processing and processing acc. No. 4.3 ProdHV; Removal and installation costs acc. Section 4.4 ProdHV; as well as scrap production by machines acc. No. 4.5 ProdHV; The coverage for damages acc. No. 4.1-4.5 ProdHV; must also be at least € 1 million. Upon request, the supplier will provide the customer with a corresponding confirmation from the insurer (ceritficate of insurance).

X. Place of performance and jurisdiction

Place of performance: Balgheim

Place of jurisdiction: Balgheim

XI. Severability clause

1. Should one of the provisions of these conditions be void, the remaining provisions remain valid.

Delivery and payment terms of MoHa GmbH & Co. KG, Balgheim

These delivery and payment terms apply to all of our current and future offers, deals and deliveries. Our terms of sale also apply if we carry out the delivery to the customer without reservation, knowing that the terms of the customer conflict with or differ from our terms of sale.

XII offer and conclusion

1. Unless we assure otherwise in writing, our offers are non-binding and subject to change. This also applies to all information contained in brochures, catalogs, circulars, price lists and technical drawings. Technical changes and changes in shape, color and / or weight are reserved within reason

2. The contract is concluded with our written declaration of acceptance of the customer's order. This also applies if the customer's order was preceded by an offer on our part. If the customer does not receive our written confirmation, the contract is concluded with the delivery. Changes, suspensions, divisions or cancellations require our approval.

3. If third party property rights are violated in the case of productions based on drawings, samples or other information from our contractual partner, our contractual partner releases us from third party claims.

4. In principle, samples are made available to entrepreneurs upon payment.

5. Tools do not become the property of our contractual partner even when calculating full costs - unless otherwise agreed.

XIII prices, terms of payment, default and its consequences

1. Our prices are in EURO ex works plus VAT, freight and packaging costs. We can change the prices accordingly if, after six weeks after the conclusion of the contract, significant cost reductions or increases in wages, raw materials or auxiliary materials occur. We will provide the customer with evidence of cost increases on request.

2. Our invoices are payable in EURO, within 10 days with a 2% discount or within 30 days net from the invoice date.

3. Our payment claims expire within 5 years. The beginning is based on § 199 BGB. Longer limitation periods remain unaffected.

4. Bills of exchange will only be accepted in payment after prior written agreement. Any costs incurred, such as discounts and collection fees, are borne by the customer.

5. If the customer is in default of payment, we may, without prejudice to other rights, charge interest at the bank rate, but at least 8% above the base rate. If the customer is a consumer, the 8% interest rate is replaced by 5%.

6. We are entitled to demand customary security. All of our claims from the business relationship become due immediately and regardless of the duration of any bills of exchange if these terms of payment are not complied with or if we become aware of circumstances that we believe are likely to give rise to doubts about the customer's creditworthiness.

XIV cancellation and suspension

1. The deletion of degrees is generally not recognized. If, however, we do agree to such an exception, we are entitled, at our option, to claim damages instead of performance or reimbursement of futile expenses.

2. If we agree to a delivery later than the one originally agreed, the resulting disadvantages must be compensated for, for example by paying an appropriate storage fee. We are also entitled to issue invoices at the time of the original delivery date.

XV delivery time and delivery options

1. Delivery dates and deadlines are only binding in the case of express written confirmation, otherwise they are basically Ca details. Delivery times begin at the earliest with the conclusion of the contract, however not before all technical and commercial questions have been clarified.

2. The agreed delivery time is met if the subject of the contract has left the factory or the readiness for dispatch has been communicated by the expiry date.

3.Delivery periods are extended - also within the delay - appropriately for measures in the context of industrial disputes, in particular in the event of strikes and lockouts, as well as in the event of unforeseeable obstacles that are beyond our will, insofar as such obstacles have a demonstrably decisive influence on our contract fulfillment vis-à-vis the contractual partner. This also applies if the circumstances occur with our suppliers. Apart from cases of obviousness of the aforementioned circumstances, we will inform our contractual partner as soon as possible. If the hindrance lasts longer than 3 months, the contractual partner is entitled to withdraw from the contract with regard to the unfulfilled part after setting a reasonable grace period. If the delivery time is extended or if our contractual partner is released from his obligation, he cannot derive any claims for damages from this.

4. Compliance with the delivery deadline presupposes that the contractual partner has fulfilled its contractual obligations.

5. Unless otherwise agreed (for example, fixed business) on the part of our contractual partner, delivery completion requires a reasonable grace period, which must be at least 2 weeks. The period begins with the receipt of the grace period by us.

6. If our contractual partner sets us a reasonable grace period (above, section 5) after we are already in default, he is entitled to withdraw from the contract after this grace period has expired without result, and no damage caused by delay can be claimed. The contractual partner is only entitled to claims for damages instead of performance if the delay is based on intent or gross negligence. Existing liability for damages is limited to the typically occurring damage. The above limitation of liability does not apply if a fixed transaction has been agreed.

7. If we owe delivery on call, calls must be made within 6 months after confirmation of the order, unless otherwise agreed in writing. We are entitled to deliver to our contractual partner even without a call after the above, possibly differently agreed call time has elapsed and to assert our claim. The contractual partner is then obliged to accept and pay.

8. We are entitled to make partial deliveries to entrepreneurs at any time.

XVI retention of title

1. The delivered goods shall remain our property until all claims from the business relationship have been paid in full if the customer has agreed to store them free of charge, even if payments are made for particularly specific claims.

2. The customer is not entitled to pledge the goods subject to retention of title or the claims assigned to us as security or to transfer them as security.

3. The customer is entitled to resell the purchased item in the ordinary course of business. However, he already assigns to us all claims that arise from the resale against his customers or third parties.

4. The processing or transformation of the purchased item by the customer is always carried out for us. If the purchased item is processed with other items that do not belong to us, we acquire co-ownership of the new item in the ratio of the value of the purchased item to the other processed items at the time of processing. For the thing resulting from processing, the same applies - taking into account the preceding sentence - as for the purchased item delivered with reservation.

5. If the purchased item is inseparably mixed with other items that do not belong to us, we acquire co-ownership of the new item in the ratio of the value of the purchased item to the other mixed items at the time of the mixing. If the mixing takes place in such a way that the customer's item is to be regarded as the main item, it is agreed that the customer transfers proportional co-ownership to us. The customer stores the resulting sole ownership or joint ownership for us.

6. The customer also assigns to us the claim to secure our claims against him, which arise from the connection of the object of sale with a property against a third party.

7. We undertake to release the securities to which we are entitled at the customer's request insofar as the realizable value of our securities exceeds the claims to be secured by more than 20%. It is our responsibility to select the collateral to be released.

XVII packaging and shipping

1. At our option, packaging can be made available or calculated in part. In the latter case, it can only be withdrawn at our discretion only after prior agreement with full or partial credit.

2. The goods are dispatched when the goods are handed over to the freight forwarder, but at the latest when they leave our factory and at the customer's expense and risk. This also applies if we carry out the dispatch with our own funds.

3. As far as we have no written freight instructions from the customer, the shipping route and means of transport are left to our choice, whereby we assume no liability, for example, for cheaper shipping.

4. Freight costs paid by us are only considered as advance payment for the customer. Additional costs for urgent types of shipment, such as rail express or air freight, are borne by the customer, even if we are obliged to pay the freight costs in individual cases due to a special agreement.

XVIII scope of delivery, measuring methods, property rights, data protection

1. Our order confirmation is decisive for the content and scope of the contract. Partial deliveries are permitted. They are regarded as the fulfillment of independent contracts and are to be paid separately. If payment of a partial delivery is delayed, we can suspend further processing of the order. For manufacturing reasons, we reserve the right to deliver more or less than 10% of the agreed order quantity.

2. Technical changes that prove necessary for manufacturing reasons, for product maintenance reasons, for legislative requirements or for other reasons are permitted. For tests in which certain temperatures, times and other measurement or control values are to apply, the corresponding measurement methods must be defined before the delivery begins and recognized by both parties. If no determination is made, our measurement methods apply.

3. Orders based on drawings, sketches or other information provided to us are carried out at the risk of the customer. If we interfere with third-party property rights as a result of the execution of such orders, the customer releases us from claims by third-party rights holders. The customer bears further damage.

4. We are entitled to process data in accordance with the Federal Data Protection Act.

XIX notices of defects and claims of the customer due to defects

1. Defects must be reported in writing, open within 10 days, for hidden ones, a period of six months after delivery applies. Otherwise the assertion of deficiency claims is excluded. The customer bears the full burden of proof for all requirements for claims, in particular for the defect itself, for the time at which the defect was discovered and for the timely notification of the defect.

2. Notices of defects due to weight differences can only be accepted on the basis of proper weighing upon delivery.

3. Any processing must be stopped immediately when a complaint is made. If this is not done, this is considered an unconditional waiver of any claims for defects, even if such claims have already been made. In general, we only assume liability for the parts supplied by us as long as they have not been processed or further processed. The same applies if the customer does not give us the opportunity to check the identity of the goods and the defect or does not provide us with a sample.

4. If a complaint proves to be justified, we are entitled, at our option, to either repair it or to deliver a replacement. If this fails, the purchaser can choose to reduce the remuneration (reduction) or to cancel the contract (withdrawal). In the event of a minor breach of contract, especially in the case of only minor defects, the customer has no right of withdrawal.

5. If the customer chooses to withdraw from the contract due to a legal or material defect after subsequent performance has failed, he is not entitled to any claims for damages due to the defect. If the customer chooses compensation after failed subsequent performance, the goods remain with the customer, provided that this is reasonable. The compensation is limited to the difference between the purchase price and the value of the defective item. This does not apply if we have maliciously caused the breach of contract.

6. For entrepreneurs, the warranty period is one year from delivery of the goods.

7. In the case of slightly negligent breaches of duty, our liability is limited to the direct average damage that is foreseeable and typical for the type of goods. This also applies to slightly negligent breaches of duty by our legal representatives or vicarious agents. We are not liable for slightly negligent violation of immaterial contractual obligations.

8. These limitations of liability do not apply to claims of the customer from product liability. Furthermore, the liability restrictions do not apply to physical and health damage attributable to us or if the customer's life is lost.

9. As far as we have to bear transport or weighing costs within the scope of liability for defects, our obligation only extends to the original delivery point.

10. In the event of damage caused by third parties before the transfer of risk, the purchaser must protect our rights of recourse and in particular bring about the stocktaking of the railway authorities, the preservation of evidence and the shortage certificate.

XX tools

1. Tools and special equipment manufactured by us and paid for by the customer become our property and remain in our possession. We may use such tools and special equipment for other purposes or scrap if the customer has not accepted the goods made from them for three years. In this respect, the customer waives the right to assert replacement claims.

1. Place of performance and jurisdiction

2. Place of performance: Balgheim

3. Place of jurisdiction: Balgheim

4. The law of the Federal Republic of Germany applies, excluding the United Nations Convention on the International Sale of Goods.

Severability clause 1. Should individual provisions of the contract with the customer including these general delivery and payment conditions be or become ineffective in whole or in part, this does not affect the validity of the remaining provisions. The wholly or partially ineffective regulation should be replaced by a regulation whose economic success comes as close as possible to the ineffective one.

Revision status: 02-2015