General Terms and Conditions

1.1.    The following General Terms and Conditions ("GTC") of Cleantecs GmbH ("Seller") and its affiliated companies pursuant to § 15 AktG ("Affiliated Companies") apply exclusively to the sale of the Seller's goods to the Buyer. They shall also apply to all future business relationships with the Buyer. This shall also apply even if they are not expressly agreed again.

1.2 Any terms and conditions of the Buyer that conflict with or deviate from the Seller's GTC shall not be recognised unless the Seller has expressly agreed to their validity in writing. The Seller's GTC shall also apply if the Seller performs the delivery or services to the Buyer without reservation in the knowledge that the Buyer's terms and conditions conflict with or deviate from these GTC.

1.3 All agreements on deliveries concluded between the Seller and the Buyer are set out in writing in the contracts concluded between the Seller and the Buyer. Any deviating agreements made between the Seller and the Buyer shall be agreed in text form in the relevant contract and any supplementary agreements.

1.4 These GTC shall only apply to entrepreneurs pursuant to Section 14(1) of the German Civil Code (BGB) and legal entities under public law and special funds under public law within the meaning of Section 310(1) BGB. An entrepreneur in this sense is a natural or legal person or a partnership with legal capacity which, when concluding a legal transaction, acts in the exercise of its commercial or independent professional activity.

2.1 The Seller's offers are subject to change and non-binding. The buyer has 14 days to accept offers from the seller.

2.2 If the Seller has submitted a cost estimate to the Buyer, this shall not constitute an offer. The Buyer may submit an offer based on this, which the Seller may choose to accept within 14 days of receipt.

2.3 Verbal agreements shall become effective with the content of their confirmation in text form.

2.4 The documents and information provided by the Seller, such as illustrations, drawings, weights and dimensions, shall only be binding if the Seller expressly lists them in the order confirmation as an integral part of the contract or expressly refers to them in the order confirmation.

3.1 The delivery or performance period shall not commence until all commercial and technical questions between the Seller and the Buyer have been clarified and shall be subject to the timely and proper fulfilment of the obligations incumbent on the Buyer.

3.2 Delivery times stated by the Seller are non-binding, unless the Seller expressly confirms the exact delivery or performance date in writing.

3.3 Unless otherwise stated in the order confirmation, delivery FCA ex works of the Seller (Incoterms® 2020) is agreed.

3.4 Compliance with the delivery or performance time is subject to correct and timely delivery to the Seller. The fulfilment of the contract by the Seller with regard to those delivery parts which are covered by state export regulations is subject to the proviso that the necessary approvals are granted.

3.5.   The delivery period shall be extended appropriately in the event of industrial disputes, operational disruptions, shortages of raw materials, traffic disruptions, acts of God, all cases of force majeure and the occurrence of unforeseen obstacles for which the Seller is not responsible and insofar as such obstacles have a significant influence on the completion or delivery of the goods.

3.6 The Seller shall be entitled to make partial deliveries and render partial services, provided they are not unreasonable for the Buyer. Partial deliveries and services shall give rise to a corresponding claim for partial payment.

If the transport or collection of the goods is delayed by the Buyer at his request or due to his fault, the goods shall be stored at the Seller's premises at the Buyer's expense and risk. In this case, the risk shall pass to the Buyer from the day of notification of readiness for delivery or acceptance.

4.1 The Buyer shall inspect the goods immediately upon receipt in accordance with § 377 HGB (German Commercial Code) and notify the Seller immediately of any obvious defects. The same applies to hidden defects from the moment they are discovered.

4.2 The Buyer's claims for defects shall become time-barred 12 months after delivery.

4.3 The Seller may provide subsequent fulfilment at its discretion by repair or subsequent delivery. Furthermore, the statutory provisions shall apply.

4.4 There shall be no warranty claims for defects caused by unsuitable or improper use, faulty commissioning, natural wear and tear, faulty or negligent handling, excessive strain and improper maintenance of the goods as well as by modifications to the goods by the Buyer or on its behalf by third parties without the express consent of the Seller.

5.1 The Seller shall be liable without limitation for intent and gross negligence. In the event of simple negligence, the Seller shall be liable only and limited to the foreseeable damage typical for the contract, provided that an obligation is breached, the fulfilment of which is essential for the proper execution of the contract and on the observance of which the Buyer may regularly rely (cardinal obligation).

5.2 The above limitations or exclusions of liability shall not apply in the event of fraudulent concealment of a defect, from the assumption of a guarantee and for claims under the Product Liability Act and in the event of damage resulting from injury to life, limb or health.

5.3 Insofar as the Seller's liability is excluded or limited, this shall also apply to the personal liability of its employees, workers, staff, representatives and vicarious agents.

6.1 The net prices agreed in the offer shall apply, payable in euros, excluding statutory value added tax, packaging and shipping as well as customs duties and levies and other taxes FCA ex works of the seller (Incoterms® 2020).

6.2 Packaging and loading costs as well as the costs of taking back the packaging shall be charged separately. The same shall apply to shipping costs if the Buyer requests shipment. Unless otherwise agreed, the choice of the mode and route of despatch shall be at the discretion of the Seller.

6.3.    The Seller reserves the right to change the prices accordingly if cost increases occur between the conclusion of the contract and delivery for which the Seller is not responsible, in particular newly added charges, ancillary charges, significant increases in material or manufacturing costs, including increases in freight costs including customs duties, import and export charges and cost increases due to exchange rate changes.

7.1 Payment claims are to be fulfilled without deduction 30 days after the invoice date.

7.2 If the Buyer defaults on its payment obligation, the Seller shall be entitled to demand default interest at the statutory rate. The right to claim higher damages remains unaffected by this. In all other respects, the statutory provisions shall apply.

7.3 If, after the conclusion of the contract, a significant deterioration of the Buyer's assets occurs which jeopardises the Seller's claim for payment, the Seller may make performance dependent on the Buyer's advance performance or the provision of security. The buyer is entitled to prove that the seller was aware of this or should have been aware of it before the contract was concluded.

The Buyer shall only be entitled to offset or withhold payment if his counterclaim has been legally established, is undisputed or has been recognised by the Seller. The assignment of existing claims against the seller to third parties requires the prior written consent of the seller.

9.1 The Seller shall retain title to the delivered goods until all existing claims of the Seller against the Buyer arising from the business relationship as well as future claims arising therefrom have been fulfilled.

9.2 The Buyer shall treat the reserved goods with care and insure them adequately at its own expense against fire, water damage and theft at replacement value. Any maintenance and inspection work that becomes necessary must be carried out by the buyer in good time at his own expense.

9.3.    The Buyer may neither pledge the goods nor assign them as security before the transfer of ownership and must clearly mark them as the property of the Seller.

9.4 The Buyer shall be entitled to resell the goods in the ordinary course of business; however, he hereby assigns to the Seller all claims in the amount of the final invoice amount of the claim accruing to him from the resale against his customers or third parties, irrespective of whether the goods have been resold without or after processing. The buyer remains authorised to collect this claim even after the assignment. The seller's authorisation to collect the claim himself remains unaffected by this. The seller undertakes not to collect the claim as long as the buyer fulfils his payment obligations from the collected proceeds, is not in default of payment and there is no significant deterioration in assets. If this is the case, the seller can demand that the buyer informs the seller 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.

9.5 The processing or transformation of the goods by the Buyer shall always be carried out for the Seller. If the goods are processed with other items not belonging to the Seller, the Seller shall acquire co-ownership of the new item in the ratio of the value of the goods (final invoice amount) to the other processed items at the time of processing. In all other respects, the same shall apply to the item created by processing as to the goods delivered subject to retention of title.

10.1 Insofar as software or other intellectual property is included in the contractually agreed scope of delivery, the Buyer shall be granted a non-exclusive right to use the delivered software and other intellectual property, including its documentation. It is provided for use with the goods intended for this purpose. Use of the software on more than one system is prohibited.

10.2 All other rights to the software and the documentation and other intellectual property, including copies, shall remain with the seller or the software supplier. Software may contain third-party software as components. The Buyer is not authorised to remove individual components from the software.

10.3 The Seller reserves ownership rights and copyrights to samples, cost estimates, illustrations, drawings, calculations, films, templates, slides, repros, tracings and other documents (collectively "Documents"). They may not be made accessible to third parties or utilised by the Buyer for itself or for third parties without the written consent of the Seller. This applies regardless of whether they have been labelled as confidential. Otherwise, the Seller shall be entitled to claim damages without prejudice to further rights.

10.4 Insofar as the Seller's contractually owed scope of delivery includes documents, the Buyer shall be granted a simple, non-exclusive right of use in connection with the respective goods. Use for other purposes, in particular for reproduction etc., is expressly excluded.

10.5.    The Buyer is prohibited from reverse engineering.

11.1.    "Confidential Information" means business, marketing, technical, scientific, financial and other information, specifications, designs, plans, drawings, software, prototypes or process technology of Seller or Buyer or their Affiliates which, at the time of disclosure by Seller or Buyer or their Affiliates, is marked as confidential (or similarly marked), is disclosed under confidential circumstances or which, in the reasonable commercial judgement of Seller or Buyer, would be considered confidential.

11.2 Confidential Information shall not include information if (i) the information was or became generally known or publicly available without any action by the receiving Party, (ii) the information was already in the possession of the receiving Party prior to receipt of the information from the disclosing Party, (iii) the information was lawfully obtained from a third party who had the right to disclose such information, or (iv) the information was independently developed by a Party without access to the Confidential Information of the disclosing Party.

11.3 The Seller and the Buyer undertake to keep all Confidential Information strictly confidential for the duration of the business relationship and for two years thereafter, and not to disclose such information or use it for purposes other than the contract. This applies to all third parties, including unauthorised employees or freelancers, unless disclosure is necessary to fulfil the obligations under this contract.

11.4.    The Seller and the Buyer shall enter into a confidentiality agreement with their employees and freelancers as well as other third parties for the fulfilment of the obligations arising from this distribution agreement with the corresponding content of this Clause 11.

12.1.    The place of fulfilment is the seller's place of business in Senden.

12.2 The contractual relationship between the Seller and the Buyer shall be governed by the laws of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

12.3 The District Court of Memmingen shall have exclusive jurisdiction for all disputes arising from or in connection with this contractual relationship.

Status: January 2020